Ultimate Spider-Woman
by Tahitiseabreeze
Summary: Penelope, Penny, Parker was gifted by being bit by a radioactive spider resulting her to be NYC's newest superheroine; Spider-Woman. A year after her Uncle Ben's death, she was given an offer by Nick Fury to train with SHIELD so she accepts. Follow her adventure as she learns what it means to be ultimate. (Female Peter Parker) (Male Ava Ayala) Only two genderbent.
1. Great Power

**Hey peeps! This story will be worked with OfficialUSMWriter. I don't own Ultimate Spider-Man, just mine and OfficialUSMWriter's idea of Penelope Parker/Spider-Woman and Aden Ayala/White Tiger.**

 **Hope you guys enjoy it!**

* * *

 **"Great Power"**

"I know you're out there, you wall-crawling menace!"

A slim, lean figure rests on a Bugle-board. A girl, a superheroine at that, sporting the colors of red and blue, a black spider on her chest and a blue spider symbol on the back, big white bug-eyes outlined in black, boots, a mask, and gloves of red with a black web design, from her shins to her thighs is blue and extends to her sides exposing her chest and abdomen to be red with the web pattern, middle of her forearm to nearly her shoulders is blue. She was about 5'6'', slim body outlined in lean, gymnast-like muscles, and a chest slightly bigger then other girls of her age.

Penelope/Spider-Woman P.O.V.

"And it is the duty of every New Yorker to report the actions of these masked mistreans. So listen up!" A man fully appears on the screen; he is in his late forties or early fifties, white hair trimming the side of his head, the top of black hair, a black mustache, and green eyes. "As long as J. Jonas Jameson is CEO of Daily Bugle Communications, I won't rest until New York has seen the last of Spider-Woman!"

Great. It's going to one of those days.

A web strand launches through the air, as I press my middle and ring finger into my palm, and lands on the screenboard on J.J.J's face. "And a good morning to you, J. Jonah Loudmouth." I leap off the edge and swing to the right down Times Square.

 _"Other kids I know start their morning with orange juice. Me? I get yelled at by a hundred-foot tall cranky-pants."_

Some people may think I'm crazy since I have conversations with myself or think in my mind but I'm not; it's called narrating. I scale up a building with its windows gleaming in the morning sun, I shoot a web and swing down towards another street.

 _"Where's the little love for the Spidey-Lady?"_ I send myself into a corkscrew flip, ignoring J.J.J's rant of me not being a hero, blah, blah, blah. _"I'm out here alone everyday trying to do the best I could at this hero biz."_ I swoop down a street accidently blowing off a man's hat as he reads a Bugle newspaper with me, of course, on the cover naming me a 'menace'. _"It's not easy learning the ropes by yourself. Let's face it, 'Introduction to Superheroing' isn't exactly a high school elective."_

I send another web as I backflip with my legs extended out, holding my momentum as I sail through the air. _"Speaking of school, I still need to pick up a cake for Aunt May before first period, spend some hangtime with my best friends Harry and M.J., and maybe a nap between classes."_ I land on top of a building then hear tires screeching, spotting a police car swerving towards a pink bakery shop. _"But first let me save that police in that skidding car."_

With my quick reflex, I created a web stopping the car of colliding into the interior of the shop. A policeman rises up from the vertical car then spots me on the side of the building. "I'm starting to think Jameson is wrong about you Spidey," he hollers to me as the police siren dies down.

"Spread the word chief," I saluted with my left hand and jump down from the building and landed in a crouch. In front of me is a bank truck with the back doors wide open and a familiar yellow, glue-like substance coating the back wheels. Boot steps echo through the truck and out comes a bald man with dull green pants, silver knee pads, black boots extending to his knees, a brown leather belt with trinkets attached, black armor covering his entire front but no sleeves, black leather googles sitting on his brow, black metallic gloves with small blasters on top which is connected to his back, and on his back is a metallic backpack filled with the sticky substance. "Hiya bug-brain, I knew that would draw you out."

 _"Oh great, the Trapster. I've been Spider-Woman for about a year and I fought this guy three times."_ A drawn me was stuck to the front of a school bus with kids and the Trapster laughing, and the driver looking really mad; a big giant red F appears on top. Then I was stuck to the flame of Lady Liberty's torch with Trapster laughing, and a giant, red F-. Finally I was attached to the back of The Thing with Trapster in a running motion, laughing and a red F-. _"Can you even get a F minus minus? Let's see if I learned anything from my mistakes, fourth time's gotta be the charm."_

Trapster draws his right gun firing a glob of the sticky glue; I take a leap and did a front flip then using my enhanced strength, I punched his jaw sending him flying into a car. He lands on his knees then gets up with a frustrated frown but turns into a maniacal grin as he held up two metal cylinders and press the red buttons on the top. _'Oh no!'_ Trapster chucks the cylinders at me but I take another jump and kick each one away from me, then I land in my signature crouch ignoring the explosions behind me. Another rolls right in front of me so of course I leaped but I was caught in its sticky range. Blobs of glue attach to my right side of my body, including my right hand and arm, and stick me to the side of a building.

"Come on, come on," I hiss under my breath. Then I stop my struggles to see Trapster aiming his glue gun straight at me so I fire a quick squirt of my webbing, covering the opening. He repeatedly try pulling ono the trigger but nothing comes out. His backpack starts to shake then his face appears in a fearful cover. I close my eyes then an explosion occurs as I hear it.

I flex all my fingers into a clenching fist then shiny but pointy stingers appear from the base of wrist and through the small hole I sewed into my suit for them. I twist my wrist and carefully slice the goo freeing me from its clutches. I jump down and stood up as to see Trapster covered head to toe in his glue, his backpack broken up into pieces, and, thankfully, his mouth covered.

"This is when I leave the 'Friendly Neighborhood Spider-Woman' note, can I borrow a pen," I lean in offering my hand out. Then his eyes widen clearly seeing something and muffled cries ring from him. "Interesting. Villain's eyes widening in terror but Spidey-sense not tingling," I mumble.

 _"For those of you new to the Spider-Woman experience, let me explain the whole Spidey-sense thing but first the deadly pointy things I wear on my wrists. I like to call them stingers as they appear when I need them; but when I'm angry or feeling any strong negative emotion, they can produce a certain type of poison like a paralysis poison to stun. Then there's is the Spidey-sense. It's like a early-warning system in my head that kicks in whenever there's danger. Aaaand maybe it's on the blank?"_

"Hello, is this thing on?" I ask as I knock slightly on my head. I look up, the direction Trapster was looking at, to see the one and only Helicarrier hovering above the buildings.

"Woah, SHIELD Helicarrier is coming in low," I gaze up the gargantuan aircraft.

"Spider-Woman." My body stiffened in shock as I turn around to see a man with dark-brown skin, an eyepatch on the left eye, and in clothing which is all black. _"Nick Fury, director of SHIELD. That's the Strategic Homeland Intervention Enforcement and Logistics Division. The super spies."_

"You super spies make it a point to sneak up on hardworking heroes," I ask.

"Kid." he points to the street. The bakery's glass shattered, a woman trying to get her kid unstuck from the glue, some cars covered in the glue, and a policeman trying to free a horse from the sticky substance.

"We gotta talk," Nick Fury replies with me frowning as I know where this is going. "No one's saying you stopped the bad guy but look around you." Of course all I saw was the destruction of me trying to help but failed. "Is this the way Captain America would have done it? Captain would stop Trapster in five seconds, you took three minutes with lots of collateral damage."

"I do a good job," I defend myself as I point my thumb at me.

"For a clueless rookie."

"Yeah-wait!" _'Oh_ _he didn't just call me that!'_

"Look everyone starts out clueless, even Ironman back when he was a novice," Fury looks back at me, "He finally learned, eventually. What would you say if I could turn eventually into right now as Spider-Woman?"

"I knew it, you want me to buy a line of self-help books. Not interested, besides I'm tapped out until pay day," I slowly turn about to take a step away, "So if we're all done here-"

"I'm serious, Penelope Parker." I immediately stop in my tracks as I hear him saw my real name; Penelope Parker.

"You know," I whisper in spite that no one heard him.

"Everything, super spy remember," he points to himself clearly amused by my reaction.

 _"And BAM, one serious part of my life. Growing up with Uncle Ben and Aunt May, pretty typical childhood."_ A eleven-year old of myself with my round glasses and my brown, coffee hair in a ponytail siting in a chair with Uncle Ben. He was adding a chemical into my new chemical set while Aunt May was holding a tray with other vials. _"Until the radioactive spider bite, then came the powers, and that terrible night I lost Uncle Ben."_ The fifteen-year old of me was shocked as a giant, red swollen bite appears on my right hand, then I didn't had to use my glasses anymore, my discover of my powers by scaling a wall, and a masked stranger who shot my uncle. _"That was when I made a promise to do something good with the hand that fate dealt me. Things I wouldn't joke about even if I knew how."_ Two scenes play out as me and Aunt May clutch together, dressed in black mourning for the loss of Uncle ben; then me in my little science basement creating my web shooters and the costume.

"With great power comes great responsibility, good words from a good man," Fury looks down at me as we stand chest to chest.

"Uncle Ben was the best," I break our gaze as I look down sideways mournfully.

"It's been what, a year now," Fury asks as I still feel his eyes locked on me.

"Today would have been his birthday," I reply without my usual happy and sarcasm tone.

"You've honored him of doing what you do," he sets his hand on my left shoulder, "Now I'm offering you a chance to do better, to really learn about responsibility."

"Translation or meaning," I ask, totally lost.

"I want to SHIELD train you to be a better Spider-Woman. The ultimate Spider-Woman," Fury says.

"And how ultimate is ultimate," I ask then we both spot Trapster running off.

Nick Fury fires a blue blast which swoops down and hits a street light way up high on a building, then it falls down clashing with some walls, and finally collides with Trapster's head; knocking him out and breaking his googles. "That ultimate."

"Sweet," then my phone starts to ring then on the caller ID was a redheaded teenage girl with green eyes. "Hehehehe, I should probably set my ultimate cellphone to ultimate vibrate."

"Your tech needs an upgrade, try ours," he places a pentagon device then presses it; it transforms into a red web shooter with tiny holographic scope, "SHIELD tech guys develop this next gen web shooter."

I flick my wrist up and down, "Too big, too clunky." Fury holds out his hand. "I didn't say no."

"With your talent and my training, you could learn to be a better hero. The next Cap, the next Iron Man. One of the greats."

In my head, I flex my arms with a picture of Ironman and Captain America behind me but my 'muscles' flop down. "Thanks for the offer but I'm not allowed to talk to strangers. Have a nice life, okay cool." I jump up then shoot a web line, launching myself back into the air.

Third Person's P.O.V. 

Fury watches Spider-Woman launch off then rolls his eye at her behavior, "Teenagers."

Not far from Fury, a security camera is posted on a side of a building but not to capture footage at robberies, no, to film Spider-Woman. On a desk is some pictures of the heroine as a single finger scrolls through them.

"Impressed Mr. Osborn," a raspy voice communicates to the head of Oscorp Industries.

"Very Octavius," a man in his late thirties with red hair, blue eyes, and wearing a grey business suit with a white shirt underneath and a red tie, replies. "More than ever I'm convinced Spider-Woman is the key to superiority. Once I replicate her abilities, I'll market an army of spider-enhanced super soldiers to the highest bidder. Nick Fury is a fool to think he can get Spider-Woman to work for SHIELD; I prefer Spider-Woman the way she is, headstrong, undisciplined, and easy to anger."

"And easier to turn, I'll inform our remaining allies to begin phase two," the same faint raspy voice replies in a dark room with four mechanical tentacles attached to his back.

Penelope/Spider-Woman P.O.V. 

After the whole debacle with Trapster and Fury, I changed into my secret identity as regular Penelope Parker with my messy brown, shoulder-length hair tied in a messy ponytail, my sky blue eyes, and I am wearing a blue t-shirt along with baggy pants and sneakers.

"Penny," I turn around at the sound of my nickname to see Mary Jane Watson, "I've been trying to call you all morning. Where have you been?"

 _"I want you Parker to be the Ultimate Spider-Woman!"_ Nick Fury's head pasted on the top of a poster with a description of 'I want you for S.H.I.E.L.D.'.

"Umm, bus broke down," I reply with my voice not sounding very convincing.

"Sure," Mary replied. Mary Jane Watson was a redheaded girl of my age with medium-length hair, green eyes, wearing a white undershirt with a pink button shirt, on top is a black leather jacket, blue jeans, and black flats.

 _"I hate to lie to MJ, ever since we were kids no one's been a better friend than Mary Jane Watson. Like the time when we were five and ran away forever, yeah, we weren't allowed to cross the street so we just walked up and down the driveway."_ A five-year old of me was pulling a red wagon with MJ on board but with us only in front of my house. _"When we were twelve, we reached the age that we were interested in boys but MJ had the guts to even kiss a boy."_ Twelve-year old Mary Jane was sitting on a bench with a boy and kissed him; with the result of Penny in the background gagging along with MJ after the kiss. _"MISTAKE!"_

"I wanted to show you this," MJ showed her phone at me, bringing me back into reality. "It is the duty of every New Yorker to report the actions of these masked miscreants, especially that ticking time bomb called Spider-Woman!" J.J.J. complained on the screen of me being a 'menace'. I mean come on, I saved a lot of people from danger and all he does is to try to deflate my confidence.

"Doesn't that jerk ever shut up," I scowl as the video ended.

"Someday that jerk will give this journalism student her first job," MJ replies.

"I know you want to be a journalism but come on. You wanna work for Jameson, total nightmare," I throw my head back at her poor choice of job.

"That's what is takes, Jameson's the biggest game in town. Kids like us have to be realistic Penny, we all can't be like Harry," MJ types on her phone a bit and turns around the see my other best friend Harry walking down the hall. Harry was my age with auburn hair, brown eyes, and wears a black vest over an untucked white shirt with gray pants.

 _"Meet Harry Osborn, I love Harry; by that I mean like a friend. Everyone loves Harry, why not. He's rich, he's handsome (to other girls), and most importantly he's been friend to me when I needed one most."_

 _(Flashback)_

One day thirteen-year old Penelope Parker was fixing her back tire as it popped from a sharp nail and she was late for dinner; to make matters worse, it started to rain as her soaking hair plastered to her face and her clothes doused in rain. Then a fancy black car stops by her in which she stops her action and approaches the window. "Hey Penelope Parker," younger Harry Osborn scrolls down the window.

"Uhh, yeah," she replies confused why he was there.

"Heh," Harry was amused at her reaction as he had a little crush on the smart girl, "It's me Harry Osborn, you know from school, get in."

With that he scrolls the window back up as Penelope carries her bike into the truck and closes the trunk door.

"Thanks Harry, you didn't have to," she buckles in as she runs her hand through her wet, hair.

"No problem," he slightly blushes as she was quite close to him, "Dad this is the girl I told you about. The one that's always getting picked on." Penelope offers her hand but sets it down to be more polite as she was wet.

In front of her was Norman Osborn, "It seems you could use some friends Penelope."

"That'd be cool," Penelope offers a shy smile as she was known as a 'science nerd' in school also bullied by the boys for her homework or they try to convince her to go on dates.

"Perhaps you'll be a friend to my Harry, help keep his mind on...studies," he replies with a unusual twinkle in his eyes. His son always talked about Penelope Parker of how smart she is, how kind she was as she offered him to help on one of the tests, especially on one slip up of how beautiful she was to him; Norman had to agree as he sees her as a potential girlfriend to his son.

Harry caught that drift and managed to fight his blush off, "I wish you would stop micromanaging my life."

"Give me reasons not to."

Penelope senses the tension, "I just met you both but I think it's great you have a dad who cares so much."

"It sounds like you speak from experience," Norman taking notice of her words.

"I never knew my dad sir, but my Uncle Ben busts my butt when I get out of line," Penny offers a warm smile at the thought of her beloved uncle.

"And Penelope is none for worst than that now is she Harry," Norman lightly smiles.

"He's smiling, my dad's actually smiling. How'd you do that?" Harry asks her, clearly impressed.

"It's a gift. Also just call me Penny," Penelope grins as Harry smiles back but quickly turns out to window to hide his faint blush. As Penelope oblivious to his true feelings for her.

 _(Flashback ends)_

 _"And since that day, we've been best friends forever. Well that's life in Midtown, it's okay."_

"Hey! Puny Parker!" A voice rings out sending me into a angry scowl.

 _"With one drawback."_ "It's locker knocker time," a big boy of my grade punches lockers as he comes my way. He has a muscular build, blonde hair and on the side is a shaven lightning bolt, green eyes, wearing a school's football uniform, light blue pants, and a black belt with a bronze clasp.

 _"That sasquatch looking towards me is our reigning football Flash Thompson but his real name is Eugene. Back in the first year of middle school, he was bulling a poor kid but when I stepped in he asked me out on a date. But as I declined he continued to beat up the boy until I said his real name which embarrassed him in front of the entire school. Now there's a rigid consistency to our 'relationship'."_ "Happy first day of school, dork," he slams the locker door of a seventh-grade me. "Feliz Navidad," again he shuts the door of an quite older me wrapped in Christmas lights. And finally me after the spider bite was in a locker as he says, "Catch ya next fall." _"Just once I like to turn it around."_ Me as Spider-Woman wrapped Flash in a web cocoon and launch him off to the distance as he screams.

"Sleep tight," he slams the door on me as I am squished into my locker.

"If I did that I'd be everything Jameson ever accused me of and everything I promised Uncle Ben would never become," I sigh then the door opened by the old janitor guy with dark grey hair on top with white on the sides and orange-tinted glasses. "What again? You should punch out that big goon, stand up for yourself girl. Why when I was your age do you think I let a slab of meat push me around? No siree Bob, it's just like I was telling Irving Borbesh the other day, Irving I said, you are nobody's doormat." I snuck away then I heard a 'bonk' followed by a huff which means he whacked himself with the broom again.

 _(Time Skip)_

Finally it was lunchtime as I was being served food along with Harry. The cafeteria lady slapped a piece of green jello on Harry's tray followed with a wink. "Locker knocker time again, Flash is such a tool," Harry walks along with me towards our usual table with MJ already sitting there.

"And that's the worst thing happened to me today, I'm coming out ahead," I finished telling my two best friends my morning minus the Spider-Woman thing. I scooped up some rice until my head started banging like crazy causing me to drop my fork on my tray.

 _"Remember what I told you about Spidey-sense, this time it's kicking up a storm!"_

An explosion occurs behind me but luckily I grabbed Harry and MJ before the blast or we would have squashed by our table. I twisted my body to see three villains, two men and a woman while our principal was floating in the air.

"Attention students, your principal has something to tell you!"

"Students, your attention please! The school is now under the control of the...the..." he stammers of either he forgot their name or too afraid to speak.

"The Frightful Four," the woman responds.

"Uhh there's only three of you," MJ responds but then we all duck as the principal was thrown across the cafeteria.

 _"These guys are bad news. Wizard, master of high tech gadgets."_ The Wizard has black hair, brown eyes, a black moustache, wearing high tech purple armor, with big bulbs on the helmet, on the chest and knees, and wears a black visor. He throws several metallic disks, causing some tables to float in the air.

 _"Klaw, the villain made of living sound."_ He has an android body with red all over, black strips on his sides, down his chest and to his thighs, circled around his forearm, chest, neck, and head, along with the top part of his head is purple, and red eyes.

 _"Thundra, ruthless warrior woman from an alternate future timeline. Don't ask."_ Thundra has a slender but very muscular body, green eyes, red hair and red lipstick on her lips, a golden tiara on her forehead, she wears a two piece red outfit with yellow lines with one sleeve that covers only her right arm and reveals her abdomen, a black belt with a golden buckle around her waist, red pants at the bottom is yellow with red lines, and wears yellow boots.

 _"And the Trapster- wait, I already caught him."_

"Before the Trapster was captured he learns Spider-Woman attends this school and unless she gives herself up, we'll tear this place down brick by brick," Wizard floats forward making sure everyone has eyes on him.

"YEAH!" A single voice cried in delight.

"We're serious," Wizard replies coolly making the student clasp his mouth with his hands. "Claw." Claw opens his claw sending a sonic wave causing a wall to crumble and students to run towards the other end of the cafeteria. Wizard floats forward again and stopping in front of me but ignoring me. "So who is our mysterious wall crawler? A teacher? A student? A cafeteria lady?"

 _"Really a cafeteria lady, I mean I can see me being a teacher and I'm already a student but that?!"_

"They seem reluctant to talk. Claw make them listen to reason," Wizard addresses his teammate. Claw sends ear-splitting sound at some students as they try too drown the sound by covering their ears.

"STOP IT!" I shout catching the villains' attention.

"Penny, no," MJ clutched my arm but lets go as Wizard faces me.

"Hmph, definitely not Spider-Woman," Wizard scoffs.

I slightly narrow my eyes, _'Oh you don't even know.'_

"I'll crush the runt," Thundra threatens as Claw takes a few steps forward.

"Don't crush her, make an example of her," Wizard replies.

Then a wave of sound crashes at me, making my head ache and causing me to scream in sheer pain. I clench my ears with my hands and close my eyes but leaving a sliver open to see what's going on; Harry looked like he was going to tackle Claw but was held back by MJ. "SHUT IT DOWN! I'LL TALK, I'LL TALK," I plead then the noise dies off. I use a table to pick myself up as my head aches as well my body then something green in front of me sparks an idea.

"Well, you have something to say girl," Wizard smirks as he already won.

"Listen up, everybody needs to hear this," I slip my hand underneath a silver tray of food, "FOOD FIGHT!" I must have used some of my Spidey-strength as the Wizard slammed on to the ground pretty hard as he grunts in slight pain. I hear a bunch of excited shouts then a tray of green soup collides on the side of Claw's head. In the midst of the chaos, I roll underneath a table and took off towards a pillar then crawled up using my hands and feet. "This is nuts. How did they know, how did they find me?" as I took off my shirt, a small metallic tracker was stuck to my armpit.

 _"It must have happened during my fight with the Trapster. Fury was right, I have a lot to learn about responsibility."_ I crush the tracker with my index and thumb in anger; then I slip on my mask. _'Time for work,'_ I thought.

"Dude, don't point that thing it might go off," I shoot a web then pulls the line as Claw's claw was pointed to him, making him quite dizzy as he walks into a pillar. "It really stinks to be you today, actually it probably stinks to be you everyday," I pointed out to him, "Then again it could be me, I haven't washed this suit in a week." Then I spot Thundra holding the same boy, who wanted the school to be destroyed, by his collar. "Hey little Miss Muffet," I kick her back with my two feet, she slams into a cafeteria table, then I did a back flip, "The spider just kicked your tuffet." As I landed, I caught the boy bridal style and he looked at m in admiration. Then Thundra charges at me again but I backflipped over her and push her into another table with my legs.

Third Person's P.O.V. 

"Spider-Woman, finally, Dr. Octavius we've found her. Transmitting now," the Wizard whispers in his comlink.

In the same laboratory Dr. Octavius was watching Spider-Woman in combat, "Excellent. The Wizard has Spider-Woman engaged in combat, the team will give a detailed profile about her powers."

"Good," Norman Osborn replies as he listens.

"There is a small matter of witnesses, shall I have the Frightful Four destroy Midtown High," Dr. Octavius says.

"Midtown, no you fool my son is there," Norman dashes off screen.

Penelope/Spider-Woman's P.O.V. 

Thundra slams a table down but I jump out of the way and took another leap and landed on a pillar, dodging another Claw sound wave. I turn my head slightly to see the Wizard lifting a bunch of cafeteria tables as he finally chooses to commit into the fight. My Spidey-sense tingled a bit as I took another leap and in midair I shoot a web at Claw's arm; I landed in front of him and pulled his weapon to hit Thundra as she flies behind the food counter. I swing my web line attached to Claw and spun him in full 360; and as he was about to collide with Wizard, the purple villain protected himself with a shield of tables resulting Claw to be taken out momentarily.

The Wizard thrusts his hands forward as all the objects come at me. I leap onto a table, "Looks like I'm off to the wizard." I pushed on a table with my hands and backflipped into me using my feet to grab a couple chairs to push myself upward, I crawl up on the surface of a table and switched from right to left, and backflipped over the last table as I shoot two webs and swung. The table slams full force Wizard into a wall with a girl running away and shrieking. The table was brought back down to the ground by gravity, revealing Wizard twitching with his visor half off then he collapses on the table's surface.

"Oh yeah," but my victory was short lasted as Thundra appears behind the counter with yellow corn sitting on her hair and its juice dripping along her face. "You know, cream corn is a really good color on you."

Thundra lets out a bratty cry and punches the counter away; I leap up, dodging the debris, and shoot two webs but Thundra grabs the web lines and pull down. I land on my back hard, groaning and dazed as my eyes are shut. _'Here it comes,'_ I lay on the floor waiting for her punishing impact on me but it never came. I sit up rubbing my back then I hear MJ's voice.

"Here is my first front page story." Then a sound wave impacted her but my body froze as I saw Harry cover her with his body.

"Hey leave her alone," but his bravery act made Claw send a powerful sound wave with Harry sliding about ten feet and he just laid there, either hurt or worse unconscious.

"Oh no Harry," I hiss under breath then with my anger fueling me, I stand right back up.

"This school is filled with would be heroes," Claw says but was cut off as I deliver a powerful left heel kick sending him into a counter. I land back into my crouch but in a split second I spot Thundra's fist coming in but luckily I grabbed her with my super reflexes. "Let's dance, shall we," I say with a artificial gentleman-like voice. With my free right hand I shoot a web at her head then spin her and finally enveloped her in a web cocoon. Many cheers from the students drove me forward. But small disks touch some of the students' backs and they start to float towards the Wizard.

"Floating hostages, Spider-Woman won't dare attack." I growl lightly under my breath but spots Thundra hopping on one foot so I grabbed her pretending to launch her; and as expected the Wizard covers himself with the students.

I toss Thundra aside then slide along the floor, "Real clever Wiz, you left the back door open." Using both my hands I launched him into more fallen tables; then he rises from the mountain of wood to only see me kicking him with both of my heels into a school hallway.

I spot him at the end but then a familiar but a not-so-good voice catches me off guard. "Spider-Woman," Flash Thompson's jacket was unbuttoned with a t-shirt of my face inside a red heart. _'Oh no!'_ "Flash Thompson, I'm your biggest fan. Let me help you."

A mischievous idea pops in my head, I walk by a locker and open the door, "Defiantly, step in." Flash walks in without doubt as he fits his body in the green locker.

"Now what?" he asks oblivious that I'm just doing a prank on him.

"Wait for signal then jump out and we'll surround him. Remember wait for my signal," I say, trying not to burst out laughing as I close the door.

 _"Immature I know but it felt so good!"_ I pump my fist in the air happily. _"Uh oh!"_ I leapt up on the ceiling and pull out a vent opening with my sticky fingers and crawled in. Then the cafeteria doors were busted open as Thundra bulldozed through them.

"Where is she," Thundra growls searching for me.

"We're not being paid to fight cops, let's go," Wizard joins them as they run off through the hole in the wall they busted through.

 _(Time Skip)_

I elbowed and pushed through a crowd of students as I entered the cafeteria looking for MJ and Harry.

"Harry it's MJ, can you hear me," I hear MJ plead anxiously so I use her voice to maneuver through the crowd and find them. I spot MJ cradling a knockout Harry's head. I collapse on my knees and touches his shoulder as I whispered, "Oh this is all my fault?" A shadow passes over us as the crowd parted then I spot Harry's dad, "Mr. Osborn, I-I-I'm sorry."

Norman picks up Harry bridal style then looks at me with a sympathy expression but it was harder then he spoke, "Why apologize Penelope, what could have you possibly done?" With that Norman Osborn carried his son out of the building.

"It's not your fault Penny," MJ pats my shoulder, trying to be comforting, but only if she knew.

Those crooks were after me, Spider-Woman but I couldn't save my best friend and endangered the school by putting them at risk. Most of the students who weren't hurt left the school as seen we won't be having classes anytime soon today. I stroll through the hallway behind the group of students who were also leaving and going back home. Instead of my lighthearted conversation with MJ, I lagged behind stuffing my hands in my pockets. "Worse day ever," I sigh with my head hung. Then a knocking on a locker door and a voice, "Spider-Woman, hello, I'm ready!" _"Okay that helps a little."_ I giggle slightly but continue my journey to my house.

 _(Time Skip)_

I finally reached my front porch with MJ by my side which we both hugged each other, then she walks down the stairs and down the block to her house. I take a deep breath in, calming my nerves, and open the door; I took a left which I found myself in the kitchen. The TV in the kitchen volume is high as I hear J.J.J. familiar bellow.

"In a shocking betrayal of the justice system, she claims to uphold Spider-Woman led known super criminals in an attack on innocent school children! Believe me ladies and gentlemen, it gives this humble commentator less pleasure than I imagined to say: I told you so! It is the opinion of Daily Bugle Communications that the police should issue a warrant for Spider-Woman's arrest and use nothing less than deadly force to be employed for the pursuit of Spider-Woman!"

For once Jameson might be actually telling the truth as I did lead the Frightful Four to Midtown High and endangered the lives of many. I grip my backpack straps hard but took another cleansing breath as I spotted my stinger lightly gleaming in the light; they appear mainly when I experience a strong emotion.

"Penny," a woman in her late 40s with short white hair and bangs framing her face, blue eyes, wearing red lipstick and golden earrings, a light green vest, white pants, and a white apron greets me.

"Hey Aunt May," I salute her with a wave as she was putting some chopped carrots in a pot. "Are you okay? I heard there was trouble at your school," Aunt May says very concerned.

 _"I know what you're thinking, Spider-Woman lives at home with her doting old aunt; loser. Think again, my aunt's pretty cool; she works all day, Monday night she's at yoga."_ Aunt May was in a studio with her right leg bent behind her head while her hands clasp together. _"Tuesday is French cooking."_ Now she is in a kitchen with a chef and two women behind him all watching her sprinkle a seasoning in a pot; but the food explodes causing everyone to be splattered in brown goop. _"Thursday's bowling."_ Aunt May rolls a bowling ball resulting in a strike, "Oh yeah!" She raises a thumbs-up in the air _._

 _"_ _Her full schedule lets me come and go as I please, of course I have to keep my superheroine stuff on the down low. There's no way she'd approve of her little Penny mixing it up with super villains and thugs."_

Aunt May rests her hands on my cheek very delicately as if I was going to break. "Those psychos never touched me Aunt May," I assured her but I was lying because with my Uncle gone, I don't her be more worried about my safety. _'I wish I could say the same for Harry as I visited him earlier."_

 _(Flashback)_

I found the hospital room of where they're taking care of Harry so I knocked. A muffled, "Come in." lets me open the door to see Harry in a bed with a nurse unhooking him from some machines.

"Hey, how're you doing?" I ask as the nurse leaves the room with the extra equipment.

"There's still some ringing in my ears but the doc says I'll be fine tomorrow," he offers a weak smile but I'm relieved that he wasn't that injured.

"Awesome."

"Strangest thing Penny those villains seem to believe Spider-Woman goes to your school. Do you know anything about that?" Norman Osborn who was in the room making sure his son was okay.

"Heh I think she sits next to me in Spanish," I chuckle as one day a girl was dressed in a Spider-Woman costume then strum a guitar and said, "Hola donde esta la biblioteca?" Of course she was in the wrong room for the meeting of hero fan club.

Norman seems pretty shocked but he didn't get the fact I was joking. "No sir, I've never heard of it."

 _(Flashback end)_

"You know what if we had Norman Osborn's money, I'll put you in private school immediately," Aunt May says as she kept chopping the carrots.

"Yeah that-that'd be sweet. Hey when's dinner," I snatched a carrot piece and popped it in my mouth.

"It's almost ready, in the meanwhile put the candles on the cake."

Then it struck me like a wrecking ball, how could I forget! "Cake?" I groan and set my hands on the kitchen island with my head hung in shame and disappointment also I dropped my backpack on the floor.

"Yes, the cake you promised to get in the city today, Ben's favorite. You didn't get distracted again today did you Penelope," Aunt May voice is lace with slight sadness.

"I'm sorry Aunt May, I guess I..," I pause knowing that I didn't had a excuse to forget that today was the most important to both of us; Uncle Ben's birthday.

"It's alright, with all that happened today at school I couldn't expect you to remember," she sets her hand on my shoulder. _'Uncle Ben, so sorry,'_ I thought as small tears pool and balance on my eyelashes.

"I'm just happy you made it home safely."

 _(Time Skip)_

The sun has already set, shrouding the entire city in darkness but nothing was darker than my spirit as today, as Penelope Parker and Spider-Woman, I was the worst niece/superheroine in the history of nieces/superheroines. In my grasp was a picture of me, Uncle Ben, and Aunt May experimenting with my new chemistry set; sometimes I wished I never got these powers and I would have never lost my Uncle Ben and disappointed Aunt May. "Ahh, I can't believe I let her down," I grumble then my stinger appears tearing a hole in mattress. "Ugh, really." I cover the hole with my blanket and retreat my stinger back into my wrist.

"But why should Aunt May be any different," I look up to see me, well Spider-Woman me in my full-sized mirror. "You're always hurting the people closest to you, Uncle Ben, Harry, and you can't even bring a cake home. How are you going to be one of the greats? Way I see it you can accept Fury's offer and take advantage of his training and tech, or keep fumbling along like a clueless rookie. What's it going to be Spider-Woman?"

I raise my eyebrow at my Spider-Woman reflection.

"Are you okay with just being amazing or do you want to be ultimate?"

 _(Time Skip)_

Lightning flashes as a booming thunder followed and rain poured down on me. "Alright, let's do this," I am dressed in my costume, "Put out the welcome mat SHIELD, Spidey's coming a calling!" I run along a building's rooftop as more lightning and thunder ring throughout the city. "Fury's right with his help I could do better." I leap onto a fire escape on the side of a building then fired a web and swing onto a building's surface.

"I'm done with lonely loser routine!" With my sticky feet and hands, I scale a skyscraper and luckily I didn't slip with the rain dripping on the windows' surfaces. "It's time to step up and show the big boys what the ultimate Spider-Woman can do."

As I reached the spire on the skyscraper, I take a tremendous leap and shoot a web to stick on the Helicarrier; after three seconds my web line pathetically starts to fall to the ground along with me plummeting to my death. "Great. Fury's tech boys better be on their game or I'm street pizza." I grasp the new web shooter and attach it with the same little guidance screen floating a top of the red web shooter. The web cuts through the air covering more and more distance as I plummet then in a miracle it attached to the floating ship's surface.

"Woah, yeah!" Adrenaline rushes through my body giddily as the web drag me upwards. Happiness bubbled in my body as I set my eyes on the new web shooter, "Okay, not too clunky."

My moment of glory was cut abruptly as a computerized voice echoes through the speakers, **"Intruder alert! Intruder** **alert!"**

"Really can a girl just enjoy the moment," as a panel opens up revealing a gun shooting blue lasers right at me. I swerved my body out of range and hid behind another section.

"Woah what's this, blast Spider-Woman and win a panda," I quip but really was not the time. More laser turrets appear and starts shooting at me but lucky for me I kept myself from being blasted to smithereens. Then I shoot short webs knocking some laser guns out of its pedestal and rendering some useless and less guns for me to dodge. As I placed one foot behind me and shifted my weight onto it, I realized it was a mistake as I start to fall off the Helicarrier but I shoot another web line and was back to safety. Well not safely as I thought.

 **"Intruder alert!" ]**

The voice bellows as I landed back on the surface but I triggered another trap. New but sadly _bigger_ guns appear followed by an army of smaller laser turrets and all aimed at me well mainly my chest and abdomen and one aiming at my head.

"Come on, you were the guys who gave me the offer," I complain. Even if I shifted the laser pointers kept their aim on me then at the corner of my eye, and speaking of 'eye', I spot Fury. He brought out some sort of remote and looking extremely unimpressed, probably at my performance. I whisk my mask off letting my hair down in a complete, tangled mess and saluted him with my right hand, "Your friendly neighborhood ultimate Spider-Woman reporting for duty sir."

"Welcome to SHIELD Spider-Woman, hope you survive the experience," Fury walks off.

"What-uh...to be continued."

* * *

 **How did you guys like it? This chapter has 7,938 words!**

 **I'm starting my first college class on Monday and I will apologize for my slow updates as I'm just starting on each new chapter. Also I have to write 7 STORIES AT ONCE!**

 **So I hope you guys understand for the slow updates.**

 **-Tahitiseabreeze, out!**


	2. Great Responsibility

**Thanks to the people who favorited, followed, and reviewed to this story! Thanks so much! Sorry I was watching the episode to write this but it was deleted so I had to scour again then I found one in parts was uncompleted. Again I had to find the ending, this episode was pretty frustrating! But hope you guys enjoy it!**

 **OfficialUSMWriter: Good luck with it and if you want do more just PM me, okay. ;-)**

 **SlugTurtle: Thanks for understanding, you're the best!**

 **Man285: Thank you! :3**

 **LatinoHot135: So glad you have interest in this story, looking forward to more of your supportive comments.**

 **Just a Guy: I'll try but I have a new policy for me that I must write each chapter more than or at least 2,000 words. It's quite hard and I'm dealing with a 6-week course as it crams a whole year of math in. But I'll try to hurry up the process.**

 **Kingdom Hearts Slayer: Thank you the support, I enjoy it!**

* * *

 **"Great Responsibility"**

Penelope/Spider-Woman P.O.V. 

_"This is it, the test to see if I could make it in the superhero big leagues!"_

After meeting up with Fury, he escorted me to a giant, spacious room as a spotlight was shining upon me and everything around was dark. My muscles tense as my stingers slightly emerge from my wrists as I clench my fists. Then blue, glowing V-shaped robotic eyes glow in the shadows in multiple numbers. "This exercise will gauge your efficiency against superior numbers. Disable all attackers, you sixty seconds," Fury's voice announces overhead.

 _'Alright no sweat, just show them what Spider-Woman can do,'_ I roll my shoulders slightly releasing all tension. Then I flex my neck side to side, slightly cracking it in the process. Remember this is all a placement test, even though I tend to show off a bit especially swinging around the city; but this is just a placement test for _me_ and no one else.

"FYI, Captain America did it in ten," Fury notes from the speakers.

"Easy peasy," I mumble as I was surrounded by 7 robots at least twice my size but that doesn't matter. One robot makes the first move of charging straight at me but I was ready as I flipped on its head and backspring off of it. While I was in the air another robot took hold of me and slam me into the ground followed by other of his 'friends' dogpiling me. I wiggle through the mess of metal and tentacles as I peeked my upper half of my body from the bottom of the mound using my flexibility. "This is more humiliating then Parker family game night!"

 _(Flashback)_

On a TV screen is a animated Hulk and the Thing, then with one blow the Hulk wins as he raises his arms and gives a battle cry. "Whoo! Oh yeah, I won! It's my birthday, it's my birthday," Aunt May does the cabbage patch then walks away throwing her control over her back. The control bonks on my head as I hung my head in shame.

 _(Flashback end)_

With one punch I tire a hole in one of the killer robots then fell, powering down. Out of the corner of my eye was some tentacles, then my abdomen flares up from the sudden shock of pain as the tentacles grasp me. I push down the tentacles and wiggling my body to squirm out of its grip but it was useless. _"How weak am I! I'm going to land on the Superhero Wall of Shame for dying ten minutes after joining SHIELD."_ A picture of me saluting with a wreath hung over on the 'Wall of Shame' as Nick Fury dabs his eye with a tissue. "I really thought he'd make it," Fury sobs.

Well back to my struggling as I made no progress at all, nada! Then blue electricity travels up the arms then makes contact; it was like being punched my a cable with my body tensing at the shock. "Oh buddy you made a huge mistake," I growl underneath my breath. I dig my fingers in the arms, slightly digging my stingers in for extra grip, then I push my hands in a wave motion; the arms fall off as the robot explodes in a fiery explosion. Before I could even take a breath, four ...eh... small sphere-like drones comes after me. One nearly takes my head off but misses as I twist my body from its attack; another drone flies by but I made a fatal mistake as I grabbed it. My Spidey-sense rings in my head then the drone starts to flash red and exploded; scattering green slime and causing me to plaster to the wall and slowly peel off. "Come on, this suit was already due for a wash," I deadpan shaking off the slime.

Then my Spidey-sense bang into my head then I see a battalion of machines charging towards me. "Where did SHIELD tech up the web control," I grumble. I press my web shooter but a squirt comes out, "Nope."

Another pitiful squirt falls on the floor. "Come on."

I frantically tap then the similar hologram appears from the machine. "Score!"

With a giant burst, a web net drapes over the remaining drones and with a full, mighty 360 swing and blows up two incoming robots. "Yeah, OW!" Then a shadow looms over my head as one of the heads cover my vision to know its on my head. I push off my 'helmet' then to feel another robot to collide into my side, taking the breath out of me.

Third Person P.O.V. 

At the head of Helicarrier, one Nick Fury and three teens watching the fight on the screen. As Spider-Woman was once again tackled and blindsided; Nick Fury chuckled at her antics and many rookie mistakes but still unimpressed. Behind him was three costumed teenagers watching the footage clearly, also, unimpressed by how long it's taking the superheroine so much time.

"I finished this session under twenty," one of them commented.

"I completed my under eighteen," the largest one by him says.

"There's no discipline in her fighting technique, she's just thrashing around hitting things," another one of the boys says; as if on cue, Spider-Woman uses a tentacle to slam another robot. "But Fury says she's good for the team."

Then a fourth teen boy comes running up, "Why is Fury testing a new candidate, I didn't approve this." He points to the screen making his point.

"Look who think he's still in charge," the third boy teased. "So cute."

"If Fury thinks I'm going to lead that lame-o in battle," the 'leader' clearly annoyed as he ignores his teammate.

"In your dreams you're team leader," the large one nudges his shoulder.

"She's rough around the edges but, not with potential," the first boy declares very calmly.

"Yeah but she named herself Spider-Woman, how sad is that," the third boy putting air quotes at her name.

"What was she suppose to call herself," the large one amused at his foul attitude.

"Some thing cooler," he says as on the screen Spider-Woman has dodging a horde of lasers, "That doesn't scream, 'Hi I have low self-esteem and identify with bugs."

"You know what they say about a book and its cover dude," the first boy trying to calm down the heated argument.

"Dude," the third boy shots back, "I'll clean this Helicarrier for a month if she makes it."

"Toilets too?" the first boy raises an eyebrow at this wager.

"Toilets too." he affirms him. The remaining three hold up their hands, all grinning in amusement.

"You're on!"

"I'm in!"

"Hehe, me too!"

Penelope/Spider-Woman P.O.V. 

"Next!" I call out as I dump a stray tentacle to the side on top of a fallen robot as I finished the course in a minute. I did had some new items for my cruise collection but I _guess_ that I graduated, yay me! "Wonder if I get a diploma," I hum in thought.

Then a faint humming followed by a holographic Fury announces, "Web parachute test, red button. See you tomorrow."

Something about his grin gave me goosebumps then I just caught up with his sentences. "What?! Parachute test," I question out loud, "What did he mean by-" Then I was cut from my question as the floor beneath me vanishes leaving me to fall out of the Helicarrier and towards the city. "Oh man oh man," I yell at the top of my lungs as I freefall through the sky.

Wait he said something about a _red_ button so I quickly fumble to search through my web shooter but then I realized it was all _red._ "Why did pick red from my color scheme," I grumble irritated but then a button catches my attention. As I pressed it my arm and body suddenly wrenched as a parachute made of...oh... webbing. That's what he meant by web parachute test, so I'm just a lab rat!

"Yep," I pop the 'p', "Wall of Shame for sure." I drift down slowly as I groan.

Third Person P.O.V.  


A fancy long, black lime drives in a parking lot by a fancy high-tech building with many bodyguards surrounding the long vehicle. The back door was opened as Norman Osborn walked out clearly having a conversation on the phone with someone. "Do you have the surveillance images taken last night of target S?"

"I'm sending them to you now Mr. Osborn," the same mysterious figure use a tentacle and drag a file to a mail icon.

"I won't have Fury getting his hooks into my prize. Spider-Woman will be owned by Oscorp, not SHIELD. Tell your agents to fin her, she's probably under your nose," he retorts and walks towards the building.

On cue Spider-Woman was drifting in the wind slowly falling, "I've gotta go to the bathroom!"

Penelope/Spider-Woman P.O.V. 

After my 'test' I landed on the side of the building then changed into my civilian clothes and walked to school for the day; yes, school it was quickly rebuilt from the attack by the Wizard, Thundra, and Claw. After the gruesome half of a school day of facing homework, teachers, and bullies*cough*Flash, I headed to the hospital during lunch break as I am carrying an important delivery. I strolled through the hospital with pungent 'hospital smell' and I finally found the room that they're holding Harry in; the door was wide open so I walked in. Harry was in the hospital bed doing something on his iPad.

"Hey hero, I brought you something from school," I strolled in as he averted his eyes to me.

"Cheerleaders," he asks hopefully.

"Homework." I deadpan as I set two books and inside is our homework assignments.

 _"Harry really stepped up yesterday when the Frightful Four attacked our school, unfortunately all that heroism won him an overnight stay at the hospital."_

Footsteps echo in the room as Norman Osborn enters, "Penelope has your best interest at heart, son. She's a true friend."

 _"Wouldn't it be nice if everyone had a dad like that?"_

"How about a ride to school Penny," Norman offers.

"You don't have to hold a gun on my head sir," I grin then we both walk out the room as I wave goodbye at Harry.

 _(Time Skip)_

After Norman dropped me off at Midtown, I walked up the school and down the hallways to reach my locker. I enter the passcode and unlocked my locker as I open my backpack and set my extra books inside.

"Smile Spider-Woman!"

 _"WHAT!"_ My feet slip in shock as I tumble on the floor. "What, I-I-I'm not how..." I stammer waving my hands back and forth in front of my face.

"Wow nervous much," I look up to see M.J. holding a camera, "I'm practicing what I'll say when I finally meet Spider-Woman." She grabs a paper out of her bag, "Here." It was a white sheet of paper with my, I mean Spider-Woman's, picture at the top with writing scribbled on the bottom half.

"Spider-Woman, I'll tell your side of the story. Call me, Mary Jane Watson," I read aloud. M.J. snatches the paper back and plaster it on a wall. "You think it's true that Spider-Woman hangs out here in Midtown, " I ask but of course I was lying.

"She's been seen on campus often enough, she could be anybody. Student, a teacher, or," she cuts off as the janitor guy walks by and does my signature hand pose saying, "Thwip, Thwip."

"Well maybe not anybody."

 _"I know how much it means for M.J. to get that reporter job at the Bugle and I'd love to help her out, but I'm afraid I'll blow it once I start talking to her. I mean M.J. knows me so well, we're practically like sisters."_ M.J. was standing in the gymnasium holding a camera then I slowly fall down as I'm holding on a strand of web attached to the ceiling. A spotlight hits me then with a fake tone, "Good evening Ms. Watson. I hear you've been looking for me." "Penny what are you doing in that silly costume and what's up with that voice," she bluntly says as she places her hands on her hips. My web line snaps as I fall ono the floor. _"Yep, total disaster."_

"Even if Spider-Woman is a student she's gonna keep it on the down low. There's no way she's going to let anyone know who she really is" I reply as I chant in my head, _'Just give, just give up...'_

"Maybe but I'm not giving up," she pokes my chest and walks away down the hallway.

"Oh boy."

 _(Time Skip)_

After the school day was over and giving an excuse to Aunt May that I was going to the library, I turned into a abandoned alley and took off my civilians in a whip and stuffed them in my backpack; which I hid in a spot but I'm not telling you guys. _'Oops I broke the fourth wall again, sorry.'_ But after a few minutes of searching for the Helicarrier and scaling the walls of skyscrapers plus some muscles cramping and sore, I reached the floating air ship by repeating what I did yesterday. Nick escorted me inside so now I'm walking side by side with Fury and down the hallways.

Two agents walk down giving me odd looks, probably because of my suit but trying to be friendly, "Sir. Ma'am." But they ignored me and walked towards their assigned destination. "Yo, what up," I say to another agent but of course I was iced. Does anyone on this ship have manners? Fury looks at me clearly wondering why I'm doing what I'm doing. "I'm just trying to blend in now that I'm agent of SHIELD."

"Agent! You're barely a newbie," Fury retorts. Seriously, a newbie. We stopped at a door then a holographic scan scans Fury's eye then in a computerized voice, "ID confirmed, SHIELD director Nick Fury." "Get in here and don't touch anything," he orders as the doors slide open and he walks in.

"Please do you think I'm a little-" I cut myself off as I'm in awe, "Awesome!"

"Don't touch anything," Fury repeats as though if I'm a child but in this lab I'm giddy like a five-year old at the zoo. The first thing I saw was a huge robot, it mean it was huge al least two stories; imagine how long it took to build. Another agent was walking around in some sort of aqua suit with tentacles, sort of like an octopus or a squid. Another man leaps off a balcony, fighting my instincts to go save him, then halfway into the drop he spread his arms as wings fold out and carried him off, landing safely.

"So cool," I gush, maybe I could the same thing but with web wings; hmm, catchy name. We passed another test as an agent was testing out a suit then he presses the SHIELD logo on the chest as mechanical arms pop out from the back. Then he started to, uhhh, climb the wall like I do in the city. "Already been done," I scoff clearly not impressed as mwah already did it.

"Spider-Woman," Fury beckons me over, "Yo doc meet the new recruit. Spider-Woman, our resident tech genius Dr. Curt Connors."

The man was hunched over a console then glanced over his shoulder and spots me walking towards his way, he gives a warm smile; he seems friendly unlike the other agents. I extended my right hand being polite, "I'm glad to meet a fellow genius." Then as I look down on his right arm, well lets say he doesn't have one; talk about embarrassing. "Ah, um awkward."

He gives a light chuckle then pulls his sleeve as he grasps my hand gives a firm shake. "A pleasure I followed your career and powers closely, very impressive," he gushes.

 _"I like this guy."_

"Even before Director Fury approached you about joining us, I had my R&D team develop an array of Spider-Woman inspired weaponry," he gestures to many red tarps as they cover somethings.

"What if I said no," I ask unfolding arms letting them fall to my sides.

"Not an option," Fury deadpans; of course.

"That's funny you're using our web shooter out of camo mode," he picks up my forearm and taps a button on the device. Just like that it vanished.

"Woah, I had it in camo mode but I couldn't find it," I add some humor but all I got was flat stares. "It's called a joke, don't you people ever smile?"

"Ah yes may I examine your wrist," Connors still grasping my forearm and takes off the web shooter of my right arm. He presses the middle of my palm very aggressively then bam! Nearly creating a hole in his face, my stinger appears with its usual ivory color glistening in the light. "Fascinating, truly spectacular. I thought it was rumor of your stingers," Connors slides his finger across the cool surface then taps the point resulting his index finger to bleed a little bit. "Very sharp and sturdy, what's it made of," he looks at me in awe and child-like wonder.

"Err, not exactly sure," I shrug my shoulders then return my stinger back into my arm as it vanishes from Connor's sight.

"I must examine it, the properties-."

Fury coughs interrupting Doc Connors rambling, "Spider-Woman has some things to get to."

"Right over here is something we think you'll find particularly interesting," Connors seem very excited as directed us to something draped in a red cloth.

"I reserve the right to be awestruck," as I reach to pull the cloth off, my Spider-sense tingled: only to get whacked right on my knuckles by an outstretched pointer.

"Hold it."

"Ow," I look to see a man with a muscular build, brown short hair, and wearing the usual uniform with the symbol on his left chest. "What the heck dude!"

"Director Fury, I've never questioned your choices when it came to the others," the man barely gives me a glance as he addresses Fury.

"Others?" I echo raising an eyebrow.

"But in this case we're dealing with a complete wild card," he insists as he ignores me, "Daily Bugle Communications calls Spider-Woman a threat to public safety."

"What! But I'm so nice," I give an innocence tone, crossing my arms over each other.

"Spider-Woman is my responsibility, Coulson," Fury remains unimpressed, "That's what she's here for- to learn responsibility." Coulson scowls as he turns around, "We'll see." _"_

 _Rude much, sheesh didn't SHIELD teach him manners."_ My attention fell once again to the mysterious object under the shiny tarp, I yanked the cloth off to reveal...

...A motorcycle?

 _"You maybe can't see it due to my mask but super unimpressed."_

"We call it the Spider-Cycle," Connors' voice laced with excitement waiting for my response.

"Uh, _yeah_ ," I duck my head slightly awkwardly, "Useless, don't need it."

A moment of silence passes between both of us then Connors spoke, "Excuse me?"

"I mean it's cool and all but why do I need a motorcycle? I can get anywhere and by myself by 'thwip, thwip'." I motion my middle and rings fingers into my palm and doing my signature hand pose.

"I calculate, Spider-Woman, you can make it to 80th and 34th street in 3.7 minutes while that I guess uses up a fairly expensive amount of webbing and at maximum muscle stress," Connors lists as I time myself in my mind and remembering past experiences of running out of webbing and traveling to slow through the city.

"Umm, maybe," I rub my arms self-consciously.

Fury gave a infuriating smug look, "The Spider-Cycle can make it in a minute and a half if you're not scared to try it out and hop on."

"Move," I order bluntly as I easily climbed on the motorcycle then I found myself staring at it, "How do I turn this thing on?" Another holographic screen pops up then a shiny multi-colored button calls my attention, "Maybe..." I trail off as I press the button then I feel the engine hum underneath me.

"Hey this isn't so- _WOAH!_ " The vehicle takes off in a flash as I nearly fly off but luckily I had my sticky powers. I try to get a solid footing but it was going to fast; I swung back into the seat after a few lucky tries then I lean to the side able to dodge some unsuspecting agents then my eyes widen underneath my mask as a wall is closing distance.

"Brakes, brakes! Where are the brakes on this thing," I yell as I make a left turn. It was tough steering through the corridors without running over or crashing into any of the agents while I was going over fifty miles per hour; bet over the speed limit in the Helicarrier. Another wall was coming closer towards me, _handlebars_ , the brakes are always on the handlebars; I feel a trigger underneath my gloved finger so I pulled it. A blue laser beam came from the front creating a hole in the wall; now instead of a wall I crash into the open sky as I descend from the Helicarrier.

 **"AAAAAHHHHH!"** _"Falling twice in one day, literally in one day. What are the odds!"_

"No problem, I got this," I calm myself; _the web parachute._ "I'll just pop another parachute and..." I extend my left arm with perfect angle and precision, I press down but all came out was a slim silvery web line comes out. "Wrong setting," I hiss anxiously as cold wind spike through my suit as I plunge down. "Okay now I'm scared!" I cling back on the bike with my legs clenched to the side and my hands crushing the handles as the bike continues to plummet with me along with it.

"Kid!"

"Huh is it my time already," I look around hoping I wasn't dead already.

"Down here."

I look on the screen to see Fury's face, "Oh, hey Nick but I'm a bit busy falling to my doom right now," I glance down to the ground and gave a tiny squeak. Okay on the count of three I will ditch the bike and land on a building but then the bike could fall on top of a person; oh god I'm falling way too fast to stick to a building and try to save the bike. "Umm do you have a button so it could fly or hover," I stupidly ask as I panic with the city fast approaching.

"That button with the web icon, punch it and hold on tight." I jab my finger on the flashing icon; the bike jerks underneath me as it drives through the air.

"Huh," I question out loud. A web line appears in the front and back both attached to a tall skyscraper stopping me from falling of becoming street pizza.

"That's the web track feature, internal GPS and imaging system targets the best place to shoot."

"Works great but I'm running out of room," a solid building comes into view waiting for me to crash.

"Hit the thrust button," Fury calm voice orders.

I spot a rocket button, I tap the button- I feel the bike beneath me jerk as the speed increased and literally flew off the web line. and straight to the side of a building. I close my eyes and pressed my thighs against the motorcycle waiting for the painful impact but it never came; I open my eyes to see the motorcycle still driving along the side of the windows. "Sweet, you do know this is impossible right," I was so thrilled.

Then Connors answered me, "I've engineered the bike to ride smoothly at any angle, try it again."

I look up to see the edge of the building coming close, so I press the button- and this time I was prepared as it launched into the air. I landed on J.J.J's screen then with my left leg out and holding onto the glass, I smelled burning rubber as I expertly traced a black mustache on top of his mustache- a mustache-mustache, eh... I could create a better name. Then the bike launched forward with great strength and now I found myself going downward with the busy typical New York street; I brought out my leg trying to slow down but I found myself on a concrete sidewalk.

"Ahh!"

"Woah, watch out!"

I sped past a hat cart and probably ran over a hot dog cart as well, up this point I don't know who's driving- me or the bike. "Oh man, oh man, oh man," I frantically mutter as I search around for the stupid yet elusive brakes as I weave through cars trying to avoid an accident.

"Kid, what's wrong with you? You act like you never driven before," Nick's voice chimes in with a very surprised tone.

"This may be shocking, but I don't even have my learner's permit," my eye widen in a proportionate fraction as I spot pedestrians.

"You what!"

"It's New York, who needs a car," I shrug my shoulder then I crew my attention to the frozen pedestrians.

I clutch onto the bike as it, completely and unusually on its own, changed shape and jumped right over the crowd of walkers; before I could take a nice, calm, relaxing breath I gave a yelp as I was about to be squashed by a semi truck. I dip to the side in effort to slide the bike underneath the truck instead of hitting it head on, believe it or not it actually work but as the bike stood back onto its two wheels it gave another thrust of power. The road goes underneath a bridge and instead of going underneath, the bike drove around the half circle and cuts off another car gaining speed more than ever.

"Uhh can you please tell me where the brakes are?"

But Fury's voice didn't answer back.

"Oh great," I groan as I spot myself heading straight to a yellow school bus with some kids pressing their excited faces against the window.

"Hey, look out look out!"

Mimicking of what happened the crowd of people the bike bounced over the kids and land back onto the street, but the street was dead end. "Oh come on," I crash through the sign and I hit a dirt ditch with many architecture materials lying around along with other machines.

Now it's start to direct to a huge metal container, flashing signs appear on the interface, "This is going to leave a mark!" I tense my muscles ready to ditch the bike but then something-or should I say _someone-_ seized me underneath my arms. "Woah," I look up to see a boy about my age but he was glowing and flying through the air. I try to wiggle free but his grasp remained strong, "Hey let go Buckethead."

"Calm down Preschool, we'll take it from here."

 _'We!'_ that word captured my attention, I look down to the ground.

There was another guy who, which I must say is impressive, lifts the storage container above his head with such ease as the bike whished past him. Then a boy leapt from the top of the container and landed in the seat neatly and got the motorcycle under control as he took a 90 degree turn and slowed it down. Then a _third guy_ \- seriously are they a superhero boy band as I notice they're all wearing a costume- sets his foot on the front wheel bringing the vehicle to a halt. Then the glowing boy descends slowly and about three feet from the ground, I prick him slightly yet painfully like a needle piercing through his skin and it loosens his grip a bit; for me I was able to wrench out of his grasp and lad on the ground with no problem.

I brush my shoulders, "I appreciate a hand now and then I _really_ didn't need to be saved by- who are you guys?"

"Iron Fist, namaste," a blonde 17-year old boy who is wearing a yellow sash around his head, has white eyes rimmed by a narrow black line, a green spandex suit extending down to his toes and to his elbows to neck, with a yellow belt around his waist, and with a black dragon on his chest. Then his hand starts to glow yellow then punches down in the ground, I had to take a step back from the flying debris. "Kung Fu master with a fist made of, well, iron." He gives a warmhearted smile, I was and I'm not admitting this out loud but his powers are pretty awesome; my eyes widen a bit and my eyebrows raised.

Then another boy about my age wears a white cat-like suit, with claw markings on his waist and shoulders, yellow eyes, and on top of his head is cat ears. "White Tiger, acrobatic ninja with steel claws and cat powers." He held his hand up as from his fingertips claws extend out in a deadly point.

Then he gestures to another boy by him, "The big guy here is Luke Ca-"

"Power Man," he cuts off his friend, "If she calls herself Spider-Woman, then I'm calling myself Power Man. It's cool and doesn't scream 'I have low self-esteem.'" He looks a year younger than 'Iron Fist' and I could tell he is African-American, with a muscular physical build, short cropped black hair, wears a sleeveless suit which is yellow on top and the rest is black, has metal plates on his biceps, ankles, wears yellow boots, and black sunglasses. "Super strength and bullet proof skin." He smiles very smugly as he crosses his arms.

"Okay, _Power Man_ ," the cat boy, White Tiger, scoffs as he hands me my motorcycle.

"And I've already met Captain Buckethead," I point to the floating nuisance.

"Name's Nova, creep," he sounds very offended by my comment.

"'Nova Creep', catchy name," placing my hand on my chin.

"No-va," he says, "The human rocket." He was same age as White Tiger I could tell, but a bit shorter than me with tan skin, wearing gold helmet that covers the upper part of the face with a big red star on the front, white eyes, a black suit, with golden buttons two on his chest and abdomen, and finally wearing golden gloves.

"Okay," I climb up on the seat of the bike, "Now if you'll excuse me, I have to get this bike back to HQ. You see, I'm with SHIELD." But their expressions creep me out as each one wore a smug smile, the most had to be the 'Nova Creep'.

"Small world," Power Man cracks his knuckles.

 _(Time Skip)_

"No, no, no, no, no! I've never signed on to be part of the team," I point accusingly at Coulson.

"It's not a team, it's a program if you'll just et me explain-" Coulson insists as he holds his hands up in order to calm me down. But I makes me want to burst into seams, after the whole 'meeting' we went back to the Helicarrier so I could have a ' _friendly_ ' chat with Fury but he wasn't there so my victim was uptight Coulson. The team stood by looking annoyed or bored as they listen to our argument.

"No, nix, nay no way, never. I work alone," I brought my arms into a X-position and brought them down to my sides then I storm towards the door.

Behind me I heard White Tiger, "Yes, I win the bet! No toilets for the Tiger!"

I grit my teeth as I took a turn towards the elevator, I slam my knuckle into the nearest wall and created a crater with a hole in the middle as I brought out my stinger. I give a heavy sigh and shook my hand scattering the metal debris from my gloved hand and return the stinger back into hiding. I tap the button for the doors to only reveal Nick Fury in, "I'll take the next one."

The elevator dinged so I gave a light sigh this time and stepped in, awkwardly standing next to Fury as we both kept quiet.

"So, you're leaving," Fury breaks the awkward silence.

"Yep," I pop the 'p', "Time to mosey down on the trail."

For the rest of the way down I could feel his brown eye staring at the back of my head but I remain to not notice. The elevator comes to a halt as the doors slide open, I took the chance to be the firs to step out.

"Spider-Woman," Fury makes me pause in my tracks and looks at him, "Each one of those heroes are just like you."

"Did any of them have any experience," I mumble as I look down at my side.

"What," as he couldn't quite catch what I said.

"Do they have any experience at all," I say with a tone of frustration but he remains his cool.

"No."

"So you just wanted me to join some rookies with _no_ experience at all!"

"Yes but they have our training while you could provide the real-world experience they're lacking. But all of you guys have one thing in common." I look up meeting his cold, stern gaze. "They're at a crossroads, they could learn from you," he gestures to me.

"I can't accept, I can't be responsible of what will happen to a bunch of rookies. I've been through a lot through this past year and I don't think I'm... ready," I whisper the last part as I clench my fists.

"I know you feel responsible of what happened to your Uncle Ben," he states softly but hearing that stabbed me in the heart of my lost uncle, "But at some point, you're allowed to forgive yourself and start fresh. I wouldn't make this offer if I didn't see potential in you and the boys to be the next generation of great heroes, the next Avengers. They're willing to give you a chance, will _you_?"

I glance at my wrist, "It all sound great and all but..." I toss my SHIELD web shooter as he caught it with one hand. "I've already lost so much in my life, I can't take that chance."

With my final word, I turned and left but this time no one stopped me.

 _(Time Skip)_

I perch on the side of the building staring to no where then a glance at the Helicarrier, after a few seconds I return to the city; ignoring the bust street noises below. "I hurt so many people, Uncle Ben, Aunt May, Harry, M.J... I can't let that happen to the other kids too," I tuck my knees into my chest and hugged them as I tuck my head to into my knees. Unbeknownst to anyone, one lone tear fell from my eye and tinkled down my cheek only to be absorbed my the material of my mask. I sat back up with my back leaning against a widow, my legs dangling off the edge, and my arms are crossed.

 _'Ah, let 'em go, Fury tried to sandbag you with those losers,'_ a little devil version of myself with little horns, a pointed tail, some red bat wings, and a flame on her head says as she sits on my shoulder in my imagination.

 _'But think of what you could've taught them,'_ a blue angel of myself appears on my other shoulder with pure white halo hovering over her head and white angel wings. D.S. (Devil Spidey) gives out a loud raspberry which offended A.S. (Angel Spidey) as she tackles her, and begins a little imagination catfight.

Then a buzz erupts in my head, "Spidey sense warning me of danger!" I look to my left and right of the building spotting nothing deadly or flashy.

"The window!" I look behind me but the window shatters as an inviable force knocks me off my perch and land on my back on top of a close building. I let out a painful groan as I try to sit up but a hard boot slams into my chest, pushing me down as I give a choked squeak as my head was slammed back onto the roof.

"Stay down, _bug_ ," I look up to see a smirking Thundra as her boot painfully digs into my chest making me let out a painful grunt.

"Thundra, Klaw!" I choke out as I realized it was Klaw who sent me flying, then their other companion floats into my line of sight.

"And the Wizard," he states smugly with a huge grin, I mean it could stretch all the way to Jersey. "Round two Spider-Woman."

"Oh hey guys, how've ya been? Embarrassed that I kicked your guys' butt in front of a bunch of school kids and now the whole city can laugh at you," I joke as I wheeze out- seriously what have Thundra been eating, bricks?

"You've overestimated your chances," Wizard replies unfazed by my comment as he crosses his arms, "Even though we lack a fourth member, there still three of us while you Spider-Woman are always alone with nobody who can save you."

He pulls out one of his anti-gravity discs and tosses it as it lands on my chest. Thundra backs off as I float in the air rendering my body from falling onto the ground; she swung her chain towards me and it wraps around my ankle like a snake. She apparently had no problem dealing with the anti-gravity as she yanked on the chain resulting me to painfully slam into a solid brick wall, she pulled again as my back collides into the roof and then floats back into the air. I grit my teeth as Thundra chuckles at my misfortune, _'Okay it's time to get this thing off of me!'_ I reached for the disc with my left arm, I clench my fist into a tight ball with my stinger coming out poised and ready to strike at the disk to get it off.

"Oh no you don't!"

Wizard tosses another disk but this time landed on my forearm, the force of the anti-gravity disc forcefully extends my left arm out at its fullest length. With all my enhanced strength I try to pull my arm back to my chest but it remained unfazed. I start to pull my right arm but Wizard throws another disc making my right arm to copy the position of my left one, rendering me to run out of options.

I grit my teeth and hiss out, "Alright you asked for this Babezilla." I twist my wrists to pointing forward and triggered my web shooters by pressing my fingers into my palm, the two web lines shot out...then floats uselessly.

"Your webbing are caught in the same anti-gravity field that you are in," Wizard announces very smugly again, sounding impressed at his own new invention.

"Ugh this stuff isn't cheap you know," I shake my head, shaking away the web strands as thy attached to my head.

"Klaw," Wizard orders then a seismic wave of sound hits me with intense pain, my body urged my arms to cover my ears but they remained outstretched as I suffer the attack.

"My turn," My enhanced hearing picks up Wizard's giddy voice tone. Next thing I knew a beam of light buffeted at my body making me hoarsely yell in pain, it felt like hours with the blazing ache of my body as it suffers through the intense attacks.

"She's out," Klaw announces as the duo attackers stop.

My body wanted to give out a cry of relief but I remained motionless as my body screams in complete agony then gravity started to work again as my head and limbs hangs limply but my eyes I peek open. My lenses only reflective one way so they couldn't see my eyes if they closed or open. Wizard floated towards me then sets his hand under my chin, inspecting my masked expression then tosses to the side as I remain to be limp. "Good, less trouble for us to bring her to our client," he said lightly.

So that's it, they're trying to capture me because someone hired them; heh, better than getting killed, right?

"Peekey-boo," I quickly did a front flip and thrust my legs into his chest making him fly and slam into a near building, cracking the windows; ooh, someone will not be happy about that. I slightly floated backwards for a bit, the other two locked shocked as I ways conscious the whole which made me light chuckle at their expressions.

"Tell me more about this client, who hired you bozoos," I demand coolly with a bit of venom and my stingers gleaming in the sunlight ready to strike anyone who came near; slight problem, I couldn't reach them.

"I preferred her unconscious," Thundra sprinted off as I saw where she was going... to a water tower.

I watched her scale the tower in one leap, and pry off the roof with little struggle- my eyes widen as I gulp nervously and body tense with anxiety, and her grin grew bigger. No this was one thing I couldn't dodge, time for another trip to hospital... Thundra heaved the metal roof above her head- all I could do was shut my eyes and I crossed my arms above my head.

There was a giant clang then Thundra shrieking, the metal piece collides with the roof with a colossal bang. I open my eyes to see Power Man; yes I remember his name, normally I'm not good with names but I remembered his. A white blur lands quite softly on my torso, as I look up to see that cat boy, hmmm...White Tiger!

"What are you guys doing here?" I scoff but under my mask I was a bit blushing as he came so close to me, "I had them on the run!"

"Expect for the part where you didn't," his raise his arm with his claws grew in length.

My eyes grew, he swipes the razor claws down my chest then twists his body as he swipes the discs on both of my arms; with a clean cut, each disc fell into three pieces and fell to the roof. I flop back down on the roof as he swiftly leapt off my chest and gracefully landed on his feet _just_ like a cat; guess why he named himself after a cat. Then my head buzzed as I pushed him out of the way from a blast of Klaw as I took a hit partly from the blast, as I was about to make contact with the floor I outstretched my arm and fired a web swinging away.

Power Man picked up the metallic roof and slings it towards Thundra, "You dropped this!" Thundra scurries up then stops his attack by grabbing the roof, matching his strength and speed; then she pivots on her heel and took a forceful swing. Power Man lost his grip and went flying into the water tower, it crumbles underneath the power sending a wave of water across the roof bringing Thundra with it, and sending her over the building. I spring off the building I was perched on and over the wave then I cross my arms sending two web lines in opposite directions. One tip sticks to the roof while the other attaches to Thundra heel, stopping her from falling; then the next thing I knew I was drenched by the chilling water.

She was clearly conscious and struggling a bit from her upside down position, she gives me angry scowl even though I saved her life. Yeesh, villains need to learn to chill and appreciate us heroes even if we save their life; are they not teaching that in villain school. Then her scowling expression turns into fear with my Spidey sense giving a bang in my head. I look up as my expression mimics Thundra's, apparently the wave washed the giant, metallic roof at the edge as it begins to slide over the edge teetering. I swing our bodies back and forth using momentum and getting the way out of the roof and crushing us. I link Thundra's web line to a wall, then I shoot two more webs as they bind on the roof; I leapt to close building anchoring the roof then I fire another set attaching them to an adjacent building, making the people below it to stop screaming in terror.

I swing around the building we were fighting on then I spot Thundra soaking went and she doesn't seem very happy about it. "You miserable _little-_ ," she starts to curse but I send another squirt of webbing as it tangled around her arms and covering that little dirty mouth of hers.

"Uh-uh, _language_ Thundra kids are watching." That started up an array of muffles curses and a whole bunch of things which I do not want to know about. I web sling back into the roof fight to spot the Wizard throwing another anti-gravity disc on Power Man's back, then he was hovering out and over the edge of the building.

"You better not!" he calls out to a grinning Wizard. A bright blue flash and deep, loud hum cuts through the air as Nova, and yes I did remember his name, send a sharp beam of light and cuts through the disc shattering it into pieces. Power Man shouts in fear as he begins to plummet; I let go one of my hands as I swing around the roof and sent another web sticking to his hand.

I heard the boy shout his enthusiasm, "Oh _yeah_!" I roll my eyes but then it hit me as I realized how heavy he is, I hauled up my arm and swing him back on the roof. I continue to up by myself as I spot what each individual teen was doing.

Little Firefly sent a stream of light followed by Wizard firing his own respective beam, it created a huge explosion that I close my eyes for a bit and my ears ache from the noise; I see Nova flying off unharmed but below him was Wizard in crater caused by the blast. Then I got a glimpse of White Tiger and the last boy, Iron Fist engaging with Claw.

"You're supposed to be tough Klaw," White Tiger taunts as he flips out of the way of a sonic blast and lands on his back. "I think you're just a lot of noise." He went on but fails to notice that he gave Klaw the right opportunity to slam his sonic blaster in his face. I slightly wince, Fury was right they have zero experience in dealing with real life villains- first lesson, when taunting don't expose yourself so much! Then Klaw flung him off his back over the building as he starts to plummet as well.

" _Ugh,_ " I groan, now I know how Prince Charming must feel as he always must rescue the princesses, but seems like the roles has reversed. I seize Tiger midair wrapping one arm around his torso and the other swinging us back to the roof fight. The snag must have jolted him as he starts to squirm in my grasp- thank you sticky fingers.

"I can save myself," he growls as he makes an attempt to scratch my face, but I ducked my head dodging her little kitty attack.

"Expect for the part where _you_ didn't," I sass back- man, that felt good, revenge is sweet. We both landed gracefully back on the roof as the other three teens seem like they're waiting for the two of us. I hop onto the edge of the building in a crouch, "If you wanna save someone, _look_ down there."

I gesture as above the road is the roof of the water tower hanging with webs anchoring them, but it seems like my webs can't hold it for any longer. "Stop falling off of the roof and do something proactive!"

Each one caught their mouth before they could say something as they spot my webs' strands slight breaking ever few seconds."Superhero 101- we can defend ourselves, they _can't_!" I press on. The three boys shift uncomfortably, maybe their precious, little boy pride being crushed as me, a _girl_ , lecturing them on being a hero.

"Go, I got these guys. Protect and serve!" I made a shooing motion each one seem to loosen more.

White Tiger turns around to his teammates placing a hand on his hip, "You heard the lady!"

 _"He called me the lady!"_

Now that was a major boost for my ego, anyway I sent a web and swung off as I spot Klaw running across a roof and jumped off then he softens his landing on the next roof by sending a blast of sonic energy below. He halts as I land across from him, "Hey there Shrieky." I give a mock salute then I spot to the far right of me is Wizard joining back as he hovered over the edge f the building, "Aww it a reunion, sorry I couldn't bring any gifts."

Wizard remains silent as he hurled not one but six discs in fast speed but fast enough for me; I entangle the discs in a sort of a web net and pivoting on my heel I did a 360 spin then let go of the net. The discs were sent hurling towards Klaw, he turns his back as the discs ricochet off of his shoulder then colliding into Wizard's chest as he plummets back down.

"Whooh, got 'em in one go", but it didn't had the same affect it did one Klaw. Klaw thrusts his sonic blaster forward releasing another sonic blast, I leapt to the side then I snap my head up unfortunately the blast hits the metal supporters that anchored a Daily Bugle jumbotron; why did one had to be here out of all the places in the city.

I was about the fire a web when a blue streak flashed by and I caught a shout, "Heads up, rubbernecks!"; even with that encouraging shout, I leapt to the edge of the building.

Below me was Nova who flies right through the screen breaking it in half, took a tight turn then cuts straight through in quarters, again, and again then it was nothing that tiny metallic pieces falling harmlessly on the pedestrians. My Spidey sense jolted my brain, I spin around to spot Klaw and in perfect timing I received a sonic blast to the face; the attack sends me right over the building's edge, luckily I managed to stick to a wall halting my fall.

Gee, thanks Spidey sense.

I clung there and look up to see Klaw looking at someone whom I cannot see, "You're next!" I take a daring leap above the crack between two buildings and landed on the wall of a much higher building.

"Now the scream of chaos shall meet the soul of iron," I see Iron Fist declaring very coolly, with his fist glowing brightly then he lunges screaming.

"Uh, oh I know where this is going," I leapt off from my perch and landed onto the side of the building where Klaw was standing on. Before I could brace myself a bright flash and a thunderous explosion occurs above me, then I saw a body falling over the edge of the building I was perched on. Running alongside the wall, I shot both of my webs capturing the villain by his feet and carefully swung down on the street below as I hanged Klaw upside down, anchored by a lamppost, then I landed on another wall watching below me. Power Man and Nova standing there observing Klaw while Tiger was keeping the pedestrians back and away from the little scene.

"Care to do the honors," I gesture to the Klaw.

"Gladly, time to cut the volume," Power Man remarks, as he crushes the sonic blaster in his grip, tearing him from my webbing, and with one mighty swing he punches him clean out. Iron Fist lands neatly on the ground and White Tiger joins them each one giving thumbs up, slapping each other on the back and encouraging smile, a tingle at the back of my head emerges.

Then a bolt of energy struck all four boys in the back each one giving a pained shout or grunt. Luckily since I was up on the wall I was safe from the blast, I look at the direction where it came from and it was the Wizard hovering with gloves crackling with purple sparks- eeh, was it always been able to do that.

"You won't escape again, my power gloves are charged to the maximum," he says to me smugly.

"Wait, _what_ gloves," I jump from the wall and landed on a black lamppost as I feign confusion.

" _These_ gloves," the Wizard scowls as he raises his hands as his purple gloves sparkle more with lively energy.

I casually tap my head, " _Oh, those_ gloves." I cross my arms and my web snare around his gloves as he gives a gasp of surprise, then I separate my arms and give a pull; his gloves join together.

"What? No!" he protests, a split second later another small explosion erupts in his face; remember kids don't let your power gloves at the maximum touch, it bad.

 _(Time Skip)_

I gaze down at my wrist to see a familiar SHIELD we shooter on my wrist, they created another for my left one too; I flex my wrist with the foreign feeling as they are on top of my wrist and instead of under my costume. I tap the web shooter on my right wrist as I watch it effectively disappear. "Okay Nick, I'll join your little boy band but I still operate solo as Spider-Woman. It's my version of 'me-time'," I glance up to the SHIELD director.

"Done." Fury holds out his hand ready to make it official.

I watch his hand then I took a breathe and place his hand inside of mine as we shook. I feel like I'm making the right choice but let's see where all this leads to in the near future. Two beeps interrupt my train of thought then a web parachute shoots out about five feet above us; with no wind to catch it I floats down slowly and wraps around me and Fury, trapping us underneath it like a web net.

"Hehe, I'm going to fix that," I chime awkwardly with slight nervousness.

 _(Time Skip)_

I open my locker with slightly sore hands; who knew Fury had so many papers for me to sign. After sealing the deal with Nick, I went home got change, went to bed, yada, yada, yada, then at morning of course I had to get change for school. I let out a deep cleansing breath, "Finally my school life and Spidey life are back on track; then my Spidey twinge in the back of my head as I look around urgently for any sign of evil villains.

"Oh _, Puny Parker_ ," I spot Thompson down the hallway filled with lockers as he calls me with a sing song voice. "It's locker knocker time." He punches a locker next to him leaving a dent in the metal container, looks like the janitor needs to fix that.

"Great Spidey sense now you're warning me about Thompson," I grumble underneath my breath.

Flash starts to charge towards me then a hand seizes the front of my shirt and I did give a tiny squeak of surprise; how did I miss Flash's bully buddies. But instead of shoving me in the hand pulls me out of the way, another set of hands opens another locker as a foot sticks out sending Flash to trip and then tumble into the open locker, and the person who opened it slammed it shut; I heard Flash groan in pain and annoyance.

I look up to see an African male with a muscular build with short cropped black hair, brown eyes, wearing a beige sweater halfway zipped, the sleeves curled at his elbows, a black shirt underneath, black shoes, and light blue pants.

"Thanks but do I know you," I say to my rescuer but then three figures appear behind him and all boys. "Any of you?"

"Say hello to your new classmates Penelope," the blonde 17-year old speak as he wears tan pant, a brown jacket tied around his waist, a navy blue shirt, brown strapped sandal, and a metal grey charm with a black string. "Danny Rand."

"Luke Cage," the muscular boy who pulled me out of the way from Flash. His name sounds familiar, where did I hear it before?

Then he nudges a small teen boy about my height with a slender build, scruffy black hair, tan skin, green eyes, wearing a white long sleeve shirt underneath a light blue t-shirt, grey pants, and grey shoes. "Sam Alexander," he says reluctantly refusing making eye contact.

"Aden Ayala," a tall boy with tan skin, brown eyes, short neat brown hair, with a lean build, green shirt, black sash around his waist, long black pants, and black shoes. "Think about it."

 _"Luke Cage...Luke Ca-"_ the cat boy nearly said his name so that means! OH NO, nonononono, they're the teen superheroes, the rookies, the boy band; wow I have so many nicknames for them, but I gotta say 'boy band' is my best one. My eyes widen as my jaw drop, and for once in my life I was speechless and none the less stunned.

"Oh some idiot gave the idea to Fury that we needed 'me time' away from SHIELD," Sam Alexander puts air quotes over 'me time' then he points his thumb at Luke Cage.

"FYI, don't sweat about the secret ID, code of silence girl," he says calmly but the idea of them knowing my alter ego is making me a bit nervous. Fury never told me that they're going to my school or knowing my secret identity; well that's Fury for you always keeping secrets.

"Hey, this is.. this is great...really, really great," I offer a fake smile and a thumbs-up, "I need to see a guy, later!"

I wave at them then I turn on my heel and ran through the hallway, maybe I angered some students and broke a few rules but I didn't care. I reach the principal's office with his desk overloading with papers and I sit in a chair in front of his desk, "I need an immediate transfer sir."

"Denied Ms. Parker," that voice wasn't our usual Principal John.

(I didn't know the name of their original principal so I made one up)

"But why," I exclaim in disbelief.

Then the chair spun around revealing none other then...

"Coulson!" I shout but really loud as I see him in a grey suit and his desk filled with papers.

"Acting Principal Coulson, thwip, thwip," he did my hand gesture annoying the heck out of me, "Besides Fury wants you where he can keep an eye on you."

"Stop mimicking me," I went out the doo and slammed it really loud, I caught the attention of some students as I walked down the hallway. "Like I said before, nope, no way, _never,_ " I grumble underneath my breath then a tapping on metal catches my attention to a locked locker.

"Hel-lo, can someone help out of here," Flash says through the locker with a sing song tone but also serious at the same time, " _Anyone_?"

 _"Ok maybe this won't be bad after all. So now I have a rookie team and I teamed up with SHIELD, my life changed in a timespan within two days. What will this lead me to?"_

A bell rings throughout the school, "Oh no I'm late again!" I dash through the empty hallways towards my classroom.

 _"Maybe this time, things will be different."_

* * *

 **Over 10,500 words in this episode, most I've ever written before, hoped you guys enjoy it.**

 **P.S. I'm halfway done with college then updates for everyone!**

 **-Tahitiseabreeze**


	3. Doomed!

**IM NOT DEAD! Sorry for not updated in 2 years as I have no excuse as I just procrastinated on my fanfiction. But your guys support is what drove me on. Here is the new episode, "Doomed"!**

 **Review answers from Chapter 2:**

 **Kingdom Hearts Slayer: If you think so, heh I do kinda like her to be with one of them; but she will be with someone else (*winks*).**

 **Melancholy's Sunshine: Hahahaha, I could totally imagine Harry's reaction as he is very protective of her.**

 **latinoheat151: I will add twists and extra things, I like that you enjoy the twists.  
**

 **SlugTurtle: Your welcome, I appreciate your comment!**

 **Ph** **antomphan109: I talked with OfficialUSMWriter about it, and we'll do it. Maybe with the "Kraven the Hunter" episode or after it like a bonus episode.**

 **MeMew: Alright, your request has been heard. I will dabble with some fluff at each episode about each individual superhero. Also don't worry, I'm never going to drop this fanfiction, it's possibly my favorite to write about!**

 **Guest: Haha, I could totally imagine that. I could probably create a bonus chapter of that; maybe it could be Taskmaster who captures her.**

 **Mistico15: OMG, thanks so much. The answer to your question is yes, who doesn't like a little twist?**

 **Mm: Alright maybe in season 2 as they're episodes representing each one and their past.**

 **Just a Guy: Sorry for the wait! Hope this makes it up! And right now I am working on them!**

 **Guest #2: That's cute, thanks for commenting.**

 **wildtrance: Yep, but there's going to be a major shipping which Penelope be with someone later on. ;p**

 **Silverwolf: That's a good idea and I am going that direction to where Penny has a long line of admirers of people at her school, other heroes, and possibly some villains.**

 **Dragonfly: Sorry for the delay but I was so busy as I just took about a total of ten college classes and with SAT prep going on and taking the SAT, I barely have enough time for my hobbies but now I do. The reason for Ava/White Tiger's genderbend was because I always enjoyed the cute moments between Spidey and her, thus I want to have some romantic moments between Spider-Woman and White Tiger. I talked to a bunch a people if I should keep White Tiger the was she was but most people wanted her to b boy in this version. Hopes this clear some thing up.**

 **Dragon Knight: Thank you for the comment, but don't worry this fanfiction is going to continue!**

 **LuaKitsune: Thank you!**

 **grapejuice101: Well here is your update, hope you enjoy reading it.**

 **Pardon all the grammar and mistakes.**

 **Disclaimer: Ultimate Spider-Man doesn't belong to me, only the idea and Penelope Parker/Spider-Woman!**

* * *

 **"Doomed"**

Penelope/Spider-Woman P.O.V. 

_"Okay, quick status update in Midtown High for you my viewers! Of course you know me Penelope Parker aka the spectacular web slinger of incredibleness known as Spider-Woman. M_ _y life is turned upside down when the super spy Nick Fury of SHIELD told me if I want to be the ultimate amazing me, I would have to school a bunch of newbies...yeah it sucks. Fury stuffed them in my school so not only I have to navigate through the high school usual, but I have to keep a lowkey profile; many people will flip out to see nerdy Penelope Parker having four new boys following her around. But let's explore shall we?"_

 _"I like to call this table the Silver Surfers, cool but distant."_ I point to a tale with a group of teen boys wearing much gray clothing or any dull colors, each one looking pretty bored, and all of them having skateboards.

One of them says questioningly, "Sweet? Wicked?"

Then another dull teen by him says, "Swicked."

"Swicked, yeah," the first boy gives a fist bump to the black haired boy across from him both agreeing one the 'new, cool' word.

 _"Hulks, they smash stuff."_ Another table in the middle of the cafeteria contains the jocks each one big and packed with muscle but dimwitted, and Flash is among them. Speaking of Flash, he downs a whole can of soda and slams the can against his forehead squishing it; he was followed by another jock but instead of a can he used his half-eaten hotdog as mustard squirted all over his forehead.

 _"Luckily there's one happy place where I don't have to deal with Flash, other bullies, and...SAM!"_

I gawk as I see the familiar yet annoying Sam Alexander also known as Nova, 'the human rocket', sitting with MJ who was laughing and gazing at him, while Sam is hunched over a metallic tray. "At my table," I rush forward breaking MJ little gaze and I point at the black-haired boy. "With Harry and MJ, my two best friends...who seem totally okay that you're here."

MJ raises an eyebrow at my sudden outburst while Harry tapped the table with his index finger resting his chin on his palm as he prompt his elbow on the table surface looking pretty disinterested with the other male.

"Check it," he grabs his tray and holds it in front of him giving me a clear view- it was Coulson's face made of mashed potatoes. "I made an exact mash potato replica of Principal Coulson."

"Well potato sculptor, you, me hallway now," I snatch his forearm and drag him across the cafeteria- with everyone giving me a strange/confused look. Using slight of my super strength I thrust him forward, he tumbles a bit then spins around in a flash scowling.

"What's your damage Parker?"

I grit my teeth as he said my last name, "The table." I cross my arms slightly towering over the annoying boy.

"Huh?" he raises in eyebrow in confusion.

"Penelope Parker's table and Penelope's friends. I don't want to mix my chocolate and peanut butter, get it," I reply bluntly and placing my hands on my hips.

Sam gives me the deadpan look that I loathe, "I'm allergic to peanuts."

"Look you guys are cool and all in your own special ways I guess, but Spider-Woman does Fury's boy team out there. In here it's my time, my rules," I point my finger at my chest leaning in a bit.

"You know words are coming out of your mouth but I stopped caring like yesterday," Sam gives me a blunt look.

Frustration sparks within me, Sam could be-argh! You know? "You're just mad that Fury made me team leader."

"I am not mad because there is _no_ leader. But if there was she wouldn't be a pajama-wearing web girl," Nova takes a step forward and leans his face closer to mine, narrowing his eyes. I counter-glare with my bangs slightly creating a shadow over my eyes. Oh, I would just love to wipe that grin off of his smug face!

"I've got a better idea," I look up to see Principal/Agent Coulson glaring at us then I could feel his hand tighten around the collar of my shirt, doing the same to Sam, then separated us, "You could settle it in detention."

"What!" Coulson leads both of us to the detention room, then of course Sam sits next to me. What's up with him and following me around?

"Detention but Principal Coulson, I've never had detention before in my life," I slam my head in the brown long desk, "Oh my Aunt May is going to kill me, then she'll bring me back as a zombie and kill me again."

A couple of chuckles cause me to raise my head and look behind me to spot Luke Cage, Danny Rand, and Aden Ayala covering their mouths with their hands, definitely saw me with my little 'tantrum'.

"Good job with the roleplay guys, that was perfect," Coulson directs my attention to the front of the room.

"Oh, this was just to get us all together for a secret SHIELD meeting, whew I thought it was serious," I relaxed a bit, leaing back on my chair and crossing my arms.

"Define serious," Coulson taps a button on his table at the front.

My Spidey sense twinge in my head, then below me I felt the bottom of my chair retract.

"Woah!" I exclaim as I feel myself drop down with my arms in the air. After a few seconds I drop into seat inside a rocket-like vehicle which is inside a grey metallic tunnel, a familiar spandex feel wraps my body. I look down at my hands and chest to see myself dressed in my costume. The vehicle launches forward with great force sending my head and back to dig into the chair. "Okay this I kinda like," I mutter under my breath, then my head snaps as a bright light appears ahead in the tunnel.

The cart comes to a complete halt my body lurches forward, with my quick reflexes I tuck in my body doing a fluid flip and landing on the floor with my two feet. "Now applause," I put an arm on my lower back and on my abdomen and do a mock bow. Behind me I spot all the teen boys in a giant heap of bodies each one struggling to get out; what was most annoying they argued like a bunch of toddlers fighting over a binky. "Ugh, boys." I scoff rolling my eyes underneath my mask.

White Tiger appears by my side as he was the first on to get out, "Where are we?"

We both look out a giant circular window and only saw clear blue water and a few transparent bubbles rise up. "Attention all SHIELD personnel, prepare to surface," I heard Nick's voice blazes over the speakers around the room. I feel the floor beneath my feet rumble then I looked out the window to see us in the Helicarrier breaking out of the water as we rise into the air.

"The Helicarrier, I love this job!" White Tiger exclaims almost sounding giddily.

I scoff at the childish bickering I heard behind me between Iron Fist, Power Man, and Nova. I turned to see Nova who is being squished underneath Power Man who Iron Fist is pulling off of the human rocket annoyance. With one giant heave from Iron Fist, Power Man gets off Nova who flies up in the air free from being trapped underneath the stocky teenager. I snickered as I set my hand above my upper lip trying to hide my amusement.

"I don't know what your problem is webs but if you want to throw down, let's get it cover with," Nova hovers above me with an annoyed scowl drawn over his face as his fists crackles furiously with blue energy.

"In a feisty mood," all of us turn our heads to the left to see Fury's face projected on a big screen. "Outstanding, the court is precisely where you'll train to focus that aggression."

"Court? Like veto court," I tilt my head slightly in confusion.

"Court like come here to judge, harshly," Fury narrows his eye, coolly gazing upon me and my 'team'. The door behind us shut tightly then a slight buzzing in my head occurs as battling drones rise from floors and laser turrets and guns pop from the ceiling, each one aiming straightly at us. "Oh great," my eyes widen in astonishment at the sight of the heavy artillery.

"Bet you're web shooters that I take down more drones than you can," Nova looks up as like I said before I am about two inches taller than him.

"First to ten knockouts win," I smirk underneath my mask as I accepted the challenge. I launch a web line to the ceiling then swing towards an enormous turret, it aims at me but before I can summon my stingers a bright blue explosion and blue blur whip past me; Nova had blasted the turret before I could get to it.

"Seriously," I mumble as I raise an eyebrow as Nova, very childishly, whooped then flew to the other drones on the other side of the room.

I look behind me to see an enormous drone aiming its guns at me, I raise both of my wrists and send out two bursts of webbing as it covers the two guns. Then the robot explodes, using the blast I propel myself to kick a ground turret off of its core. I twist my body to the left as I punched another turret, spinning on my right heel I give a swift roundhouse kick causing a small robot to explode from the sudden strength force I gave. Inside of my head a warning blazes off I turn quickly to the right and sent a barrage of small web balls knocking out another robot, I whipped another web line at a medium-sized robot then swung it around colliding it with a ceiling gun and another ground gun as each one exploded. A laser beam zips past my head as I spot a rouge robot firing lasers, I jumped high in the air then I tucked into a fluid flip as I landed behind it; clenching my fists, I punch my stingers straight trough its core and with one giant heave I threw it straight into the last robot as both incinerated.

That's ten!

I whip around to come face to face with Nova who triumphantly boasts, "In your face!"

"Nuh-uh, I won," I jab my thumb towards me as I counter his claim.

"Nova, Spider-Woman," Fury barks as both of us direct our attention to the room to see everything, and I mean everything, was in piles of scrap metal. "The object of this exercise was to cross the room without setting off any of the traps!"

"You said that, when did you say that," I reply confused why I wasn't notified of what kind of exercise this was. Then I remember when I was having my 'staring contest' with Nova I did hear a faint mumbling of Fury of saying that we had to cross the room quietly.

"Ohhhh, my bad," I rub the back of my neck, thanks to my mask it hid my blush of embarrassment.

"I was going to send you into the field today, but until you start working together you're grounded," Fury glares as moves closer into the screen.

"But that's not fair, it was dork 1 and dork 2," White Tiger complains as he jabs his thumb at our direction.

"You're going to clean up your mess as a team," Fury orders, on cue a small, oval-shaped, grey robot appears from the wall with cleaning utensils hanging and inside of it. The robot first stopped between me and Nova, swiftly I grabbed a broom and launch a web at the ceiling.

"I call ceiling!"

 _(Time Skip)_

After a few hours of cleaning and silent glares, in the middle of the room stood all the scraps of metal that Nova and I destroyed during out little competition. "Be the best hero you can be, work with professionals," I heard White Tiger grumble under his breath then he turns his head to me and Nova as we both are cleaning. "I'm pushing a broom thanks to you two."

"A tornado becomes a gentle breeze only as temperatures cool down," Iron Fist says as he claps his hands together and bowing his head, being the Zen master he is. An awkward silence permeates through the room.

"He does that," Power Man states as he tosses a chunk of metal onto the scrap heap, "Let's just finish so we can prove what we got to Fury."

Nova flies towards the heap then with a heated blue beam, the metal starts to melt into liquid then flows towards the drain disappearing from the room. "Well we can thank you for this, I mean why are you even here if you're not even part of this team," I hear Nova grumbles. I grit my teeth angrily at his words, _"Hey, it's not like I had a choice to be a part of this team!"_

"You guys are the newbs," I leap down from the ceiling, "I've been catching baddies for over a year. I got Batroc, Melter, Code, Whirlwind, the Frightful and I mean all four."

"That's it! Spider-Woman you're a geniu...you gave me an idea," White Tiger exclaims but then stops himself as he was about to call me a genius, I know it's true by why he doesn't say it. Then he walks over to the computer at the corner of the room, he opens up a window showing a list of costumed villains. "SHIELD's most wanted, we bring in someone from this list," White Tiger says as he scrolls down the list.

"Instant respect," Power Man finishes as he stands right behind the chair placing his knuckles on his hips.

"Right, but we have to make sure it's someone we can handle," White Tiger gives firm nod as he continues to seek a perfect villain. "Hmm, how about Lady Porcupine?" He stops at a female villain with a costume full of painful-looking spikes.

"Yawn," I pretend to do the word I spoke, "Nova, you can take that one. Take some bandages."

"As if, I'm aiming higher," Nova shoves me out of his way as he pressed a button on the keypad. "Like top of the list. Lets get him, Doctor Doom!"

On the screen appeared a robotic-like man with a green hood shrouding his face. _"There's no way Nova-no-brains thinks he can take down SHIELD's most wanted criminal. I recall from the news that Doom is an evil king or mayor or something. Sam has to admit that chasing him will be insane and pretty much impossible for him. Now I just sit back and let logic work its sweet magic."_

"Last one to Latveria, lose Fury's eyepatch," Nova shouts very prematurely then he blasts off in his famous blue energy. He zooms down a hallway, scattering a bunch of agents' papers which they were carrying. Thinking quickly, I shot some of my webs grabbing and grouping the papers into my hands. "It's called impulse control Nova, look it up," I yell at the boy as I handed the papers back to their respective agents.

 _(Time Skip)_

We found Nova inside a SHIELD ship as he gazes through the controls of the ship. He was so eager, you can just feel it radiating off of him. I give a slight cough, acknowledging him of us as we wait by the door inside of the navy blue ship. "Who knows how to fly this things? I want to conserve some energy for the beat down," Nova asks as he presses some buttons on the controls. "Oh nevermind, I found the autopilot." "

 _This is the part where I do something responsible. Doom might be a big deal, I should be the bigger hero and call this entire thing off... Nah, maybe next life."_

"Don't worry guys, I got this," I turn to Iron Fist and Power Man.

"We're just gonna let them get this?" Power Man asks as he crosses his thick arms over his chest.

"Depends, are we a group of solo acts or just a group," Iron Fist says bluntly as he scans all of us with calculating eyes.

"Turn off the testosterone," White Tiger exclaims as he peeks out rom the door from the outside.

"Hey!" I shout as I glare at the white costumed hero, very offended as I'm the only girl in our group.

White Tiger ignores me and continues, "We are not going to fly to Latveria and catch Dr. Doom."

Then a devious thought crosses in my mind as an impish grin graces my lips, but luckily none of my friends can see it due to my mask. "You're right that would be insane. Can you talk some sense into him over there," I toss my thumb over my shoulder, pointing into the direction of Buckethead.

"Huh, finally somebody's using their head," White Tiger walks down the steps.

 _"And...now!"_

The door behind him shuts, and with a thundering roar the boosters activate as we launch out of the Helicarrier at high speeds; going in the direction of Latveria. I turn to White Tiger and give the biggest smug smile I can do; his right eye twitched in annoyance and his clenches his fists in a tight clasp. "I hate you all."

 _(Time Skip)_

After a few hours, each of us sat in five seats that were in the ship as we flew over the vast blue ocean heading towards the Latveria. My right index finger taps impatiently against the armrest, my elbow is propped on the armrest as my palm is on my cheek, and I let out an impatient huff. "I'm soooo bored," I lean back onto the back of my chair as my eyes roll up to the roof of the ship. "I should check on them." I press a rectangle button that created a holographic screen that showed Iron Fist pressing a several buttons with a determined look.

"You have a clue about what you're doing tight?" I lift an eyebrow in confusion of his antics.

"Looking for tunes, music soothes the savage teens," Iron Fist replies with his cool, gentle voice as he directed his attention back to his quest of looking for music.

"Um, awesome," I say awkwardly as I pressed the button again to check on Power Man. "Hey Power Man now's the-" but I was interrupted as Power Man gives a groan then empties his stomach in a brown bag.

"Ooookay," I awkwardly tapped the button giving his privacy. I spot White Tiger writing in his notebook, scribbling away with an extreme tenacious look. "Working on a battle plan that will actually help us pull this off?" I ask.

"AP Calculus. If I'm stuck with a bunch of goons on a grudge match, I'm finishing my homework," he replies in a bleak tone as he never averted his attention away from the notebook.

"It's not a grudge match," I countered with a fiery response.

On cue Nova appeared on my screen beside White Tiger and it seems like he's on the phone with someone. "MJ, I'm glad you called. Detention, ah it was okay; Parker only cried a little bit," he sends a teasing grin at my direction, fueling my annoyance. I slam my forearm against the holographic screen, shutting out Nova's image and irritating voice; I slump back into my seat and crossed my arms in irritation.

After a few minutes of staring at the white fluffy clouds that are dotted across the far-reaching, vibrant blue sky, my eyelids are starting to get heavy. I shut my eyes, welcoming the solitude and peace of the darkness; no hero duties, no pain, no SHIELD, and especially no annoying boy band. Then the calm voice of Iron Fist jostled me from my state of peace.

"Latveria in three minutes." I look outside the window to see the entire sky change from the rich blue to the navy blue that it is now. "See you down there for cleanup," Nova exclaims as he opens the door then zooms out in a bright flash.

"Maybe this gone too far. Nah." I say, then the plane splits into four parts separating from the center as we followed Nova towards Latveria. Then after a few seconds of solo flying, a piece of land, fertile with towering mountains and rich foliage and forests, comes into view.

"This is Latveria, hmm looks peaceful and calm," Iron Fist sounding surprised at the unusual silence of a land that is ruled m SHIELD's most wanted criminal. The four ships boost with extra power as we gain speed towards Latveria.

"Doubt it, guy's number 1 for a reason," Power Man's screen pops up. "We have a plan?"

"Well to be honest, I was going to go up to the castle and say 'Cupcake gram!'. Everyone loves cupcakes," I reply bashfully as my inner child takes over my mind and mouth again. But in retrospect, that would be really funny.

White Tiger's unamused face comes up, clear disappointment and annoyance drawn on his face. "You're an idiot."

"Hey!" my voice cracks an octave higher causing my face to redden enough that rivals Iron Man's suit. Then bright flashes and thunderous bangs, catch all of our attentions outside of our windows to see what looks like fireworks exploding in numerous of colors against the navy blue, night sky. "Pretty, is it Doomsday?" I ask, my attention on the sky.

"Those aren't fireworks," Power Man comments. I squinted my eyes, then I spotted Nova being chased by a horde of misses as they explode behind them reaching their maximum distance or him blowing them up with his energy blasts.

"There! Land at the edge of the forest," I point at the clearing.

White Tiger spots the destination and guides the jet to it. I felt a slight thump underneath me as I unbuckle from my seat, I leaped out of the cockpit and spot Nova being bombarded by the Doom Bots. I run towards two robots and fired two web-balls which takes their heads off and they collapsed to the ground. My Spidey sense tingled at the back of my head warning me of something coming up behind me; I responded by executing a backflip landing behind a robot then I punched a hole in the middle. I retracted my hand to see the robot to fall forward. Me and the rest of team, who destroyed their portion of the robots, approach a panting Nova.

"Thanks for taking care of the light work but now, let the pros handle it from here," I say as I am bouncing a robot head in my right palm. Then I felt it! My Spidey sense banging in my head making me wince in pain a bit. "That's some Spidey sense," I let out in a whisper. "Woah."

I looked up to see a man in a silver mechanical suit which is a bit similar to Iron Man, and a green cloak swishes as he lowers down with thrusters.

"Look upon me and tremble," the man said with a distorted voice due to the metal face plate. "For my face shall be the last you'll ever see. I am Doom!"

"Doctor Doom I presume. Heh, rhyme," I silently high five myself.

"Fury dares to attack Doom on Sovereign ground," Doctor Doom exclaims with an accent. He aimed his glowing red hand at us then fire a powerful beam of the color red. He glances to the left and fires another beam towards White Tiger, who backflipped out of range, and Power Man, who was caught in it and was pushed into the forest knocking down a few trees. His eyes look straight at me, giving me chills along my back.

"Okay I'm going to say it, we're doomed!" I say with no tone in my voice. "Yeah, I went there."

Doom's metallic fist glowed with the red energy and threw a punch towards me; but I backflipped away causing Doom to only hit the ground. From the air I spot the ground started to rise up and crack from the sheer power of the punch, then the pieces of the ground hit White Tiger, Power Man, and Iron Fist, sending them back a few feet. I narrow my eyes, scanning the suit of which he is wearing. _"_

 _Let's see what this suit is all about, shall we? Vision powered gauntlets, vibranium reinforced armor, lasers out of the suit, and is nuclear powered. Hence the 'doom' part. I have a feeling that he isn't your turn-your-head-and-cough doctor."_

Once I was on the ground, he kept firing red projectiles at me but I kept flipping and dodging them with ease thanks to my Spidey sense.

"Okay, so you can shoot bolts. We're impressed, but can you surrender quietly," I ask cocking my head to the side as I landed beside my team.

"You're not right in the head," White Tiger retorts, and as always he is judging me.

Doom stays silent as he once again fires more beams destroying the landscape around us. I leapt up on a faraway tree to see White Tiger performing flips then spoke up when he was behind Doom.

"Team, run SHIELD maneuver twelve!" he exclaims.

Power Man, Iron Fist, and I look at each other confused. "Umm what did he say?" I ask the two but they shrugged their shoulders.

"Ugh, two hit low, three hit high," White Tiger scoffs as he clarifies the maneuver.

"Ohhhh!" the three of us said simultaneously, then Power Man added, "Why didn't you say so?"

"Incoming!"

A streak of blue whizz past us, and with the loud obnoxious voice and the only one of us that can fly, I concluded that it was Nova. Nova sends a beam of his energy at Doom but only to be blocked by an energy shield of some sort. "Psh, I've seen better, in fact I've done better!" I scoffed at the horrible attempt to land a successful attack. I took a leap towards Nova then the both of us fired at him, both energy blasts and webbing.

From a distance I heard White Tiger mumble, "Stupidest teens ever."

Iron Fist replies, "As a teen, I second that."

All of a sudden a large explosion occurs making everyone cover their eyes from the blinding light. I lean over with my hands on my knees, panting hard along with Nova who was doing the exact same thing as me. "Get out!" Power Man's voice rings out catching everyone's attention to a defeated Doctor Doom who was smoking and lying on the floor motionless.

Then Nova being Nova, he shouts happily, "WHOO, I did it! I rock!" He punches the air stupidly then he turns to the other boys. I took this as my opportunity; I webbed up Doctor Doom quietly as the Buckethead was boasting then I snuck into my jet as I set Doom in my passenger seat. "First one with Doctor Dork gets dinner with Fury," I spoke up as I started up the jet for takeoff with a smug grin beneath my mask.

"Hey!" Nova exclaims then flies towards me.

I send a smug wave followed by a wink which I could tell ticked off Nova big time. As I was lifting off, Nova hits the window repeatedly with a ridiculous face on.

 _"What a crybaby!"_

"Come on, its not fair webhead!" I heard Nova complain over the comm as we set our course to the Helicarrier.

 _(Time Skip)_

As we landed on the platform, I snagged a tan drape and covered Doom with it, and before the boy band can catch me with a certain crybaby, I picked up Doom and carried him towards the main control room to see Fury talking to Coulson who has an entire desk with papers scattered all over. "Sir, I'm in a middle of a crisis, the school's budget is a mess! I'm trimming the fact; no more doors on the boy's bathroom stalls, rougher toilet paper. Hey maybe SHIELD can donate-"

Then Fury cuts Coulson off then mumbles, "Good Godfrey, Coulson's gone native."

"Some people aren't just meant for the high pressure world of School Administration," I speak up catching Fury's attention on me and a giant, covered-up Doom. "While others are keenly suited for the buttkicking around the globe department."

Then a bright blue flash whish past me, taking Doom away from my grasp. _"Ugh, how did he get here so fast."_ I turn to see Nova with stupid hopeful smile, "I caught him, it was me, totally my idea t-" I cut him off by covering his mouth with webbing.

"Should've done that an hour ago, or even when I first met you!" I walk up to the muffling teen as I smirk.

"Where have you maniacs been?" Nick Fury saunters towards, using his usual serious tone.

"Ready Nicky boy? I believe that we are ready the 'advance class'. So to prove it, we brought you a giant present," I stride to the side of the so-called 'giant present'. I face Fury who has a disapproving face. " _But I'm sure that's his usual look."_ "Wanted for rocking D an' D armor, and a green cape in the 21st century: you know him, you loathe him, the Looney from Latveria! Ta-da!" I remove the sheet to unveil a conscious and webbed-up Dr. Doom.

"He is so loving us right now," I send a thumbs-up to White Tiger, Power Man, and Iron Fist. Then I turn to Nova on my left side who was taking off the remaining web from his mouth and narrow my eyes and say tauntingly, "Expect you Nova."

"You kids captured the most dangerous man on the planet," Fury speaks up with his eye wide open and an astonished look on his face.

"You don't have to thank me but I will accept a jetpack," I place my hands on my hips confidently. _"Hopefully Fury sees that I am way to good to be on a team with the boy band, and make me a solo agent."_

"You didn't catch Doom, you walked him right into my Helicarrier!" Fury growls as he raises his gun, pointing straight at Doom.

"Correction, Director Fury, they walked amongst six Holloman chasey among your Helicarrier," Doom states.

"I'm guessing that's not a new washing machine?" I reply, confused of what he said.

Next thing that happened was Doom breaking out my webs like nothing and every single SHIELD agent in the area has their guns or other weapons aimed right at him. He stood there so casually despite the heavy weaponry aiming right at him. I felt my eyes widen immensely as of how fast this went downhill.

 _"Did anyone see this play out differently like me becoming a prime agent or getting a jetpack. Hmmm, I rather have jetpack."_

Doom's eyes began to glow a menacing red then his chest opened to reveal a smaller version, then the smaller one opened its chest to reveal another, and this continued on until the last robot was at least a foot tall. So now there's six Doombots, as I now called them. Doombot #6, which is the smallest and #1 being the biggest, grows twin guns from its hands and sends a red, lightning-like blast right at me and the boys. The blast his Power Man straight on as me and the others dodge the blast. Then that was when, everyone released fire and hitting the first bot; it was useless, as it had a giant particle shield protecting it. "Doombots, scatter and destroy," Doombot #1 ordered.

 _"Hey, that's copyright! He took the name I chose for them."_

Each one scattered in different directions as the biggest one blasted a hole through the floor and went down it. I look to Fury who has the meanest, angriest face I have ever seen in my entire life.

"Blood pressure Nick, I got this," I tried to reassure or hopefully calmed him down.

"No, **I** got this," I hear Nova say as he flew out of the door to pursue the other robots. Then that ticked me off, I took off into one of the other doors to the side. Then I heard White Tiger say, "Isn't team inside their vocabulary, guys stick together!"

I ignored his voice and pressed on trying to find a Doombot. I can hear my footsteps echo in the empty hallway as I ran then I heard White Tiger speak over the comm.

"They're splitting up to do the most damage, we need to corral them!" He ends with the sound of metal clanging around him.

Another voice speaks up, and it is Nova, "I'm the fastest, I will get them all before Bug Breath messes it up again!"

"I blew it! I-It was all yo-" I was cut off as the Doombot I was fighting slashed its sword-arm at me and also Iron Fist and Power Man joins in together over the comm.

 **"Shut up!"**

"Both you and Nova started this," Power Man complains. I executed a backflip to get some space form my Doombot. He was a medium-sized one, probably #3, and it charges straight at me but luckily I kicked him into a wall.

"But you did go along with this," Iron Fist replies with his usual monotone voice.

"Not the time Fist," Power Man grumbles over the comm.

Another sword pops out from the Doombot's other hand and now wielding dual swords, it started swiping at me. I continue more backflips, then once I hit the wall, I stick to its surface and leap over the Doombot; landing behind it. It turns to face me and I start to fire my webs at it, trying to subdue it, but each time I fired the bot cuts my webs up.

"We're all to blame but mostly Nova, but don't worry I got the experience to handle this," I tell my team over the comm.

Then out of the blue my phone rang.

"Hello?" I answer it to only hear MJ reply.

"Hey Penny, any chance you're still with Sam?" MJ innocently asks me and in the background I can hear her cutting something thanks to my enhanced hearing.

"MJ, busy, later," I exclaim as I tilt sideways towards the right dodging another slash from the robot as I am holing the phone with my left hand.

"I don't know what you have against Sam, but-"

"Not now MJ!" I cut off the call, pressing the red button on my screen. The Doombot slashed diagonally from the left as I ducked underneath and backflipped out of the way. Another slash followed by another backflip off of the side, ceiling, ground, etc. Then my Spidey Sense stated ringing warning me of something so I kicked the Doombot to give me a chance to prepare for the danger, but it was indicating danger all around me. All of a sudden an explosion was heard as it shakes the entire Helicarrier and I feel the entire airship starting to tilt.

"They took out one of the engines!" White Tiger shouts over the comms as the ship starts to tilt downwards. "We're losing stability!"

"We're losing more than that, one of those Doombots is in the fusion reactor chamber" I hear Fury shout over the comms with blasts being fired around in the background. "It won't matter if we keep her afloat. That thing hits the core, we're going nuclear!"

A glint of metal appears in the corner of my eye as I bend backwards, watching the sword pass over me. I did another backflip as I end in my crouch position aiming my wrists at the Doombot. I fire some webbing at it but it cuts the strings with some swings of its sword.

 _"Some hero I am, trying to prove something to Nova of all people. Now New York is going to become the Big Apple Fritter, unless we do something about the Doombots!"_

Then an idea pops in my head, "Guys I have a plan!"

"I'm not taking orders from you!" Nova debates childishly even though I didn't order anyone anything.

"I'm not giving orders Buckethead!" I ducked as a sword swing above my head and tilt to the right, dodging another swing from the Doombot. "We need to work like teammates or we can say goodbye to the Helicarrier and New York. If you can stabilize the down engine..."

"While you hog all the glory."

I roll my eyes at Nova's statement, "I'm not hogging anything, you're the only one on this ship who can fly and maybe can keep us airborne. It's a little thing I like to call 'working together'."

"Ugh fine," Nova finally agrees with my plan as I hear him fly off through the comms.

I feel the Helicarrier leveling out, meaning Nova was actually doing something right for once. I continue to evade the Doombot's attacks by weaving in and out through the swings, thrusts, slashes, and parries. "Guys, I'm digging deep into the SHIELD's playbook, Code 46 triple meaning with extra sauce," I say to the rest of the team as I summon out my stingers and clashing it with the Doombot's sword.

"You're just saying words," White Tiger hisses in annoyance as I sidestep from a thrust but it was a feint as the Doombot tackled me to the floor. I intersect the coming sword with my stinger as they clashed together waiting for the other one to break.

"Yes but I have a plan," I barely spoke out the sentence due to the Doombot applying more pressure on his sword. "Tiger, how close can you get us to the reactor?"

"The reactor is in Sector 12 Quad 3, its below us," White Tiger informs the team.

"Since you actually know that, tell us where should we meet," I throw the Doombot off of me with my super strength. Then with its balance off, I stab my stinger right through its core, causing it to glitch and creating an opening for me to run towards White Tiger.

"Follow my coordinates." I glance down at my wrist to see a map appear on the screen of my communicator and a highlighted path appears. I run along down the hallways taking the turns, following the highlighted path. I arrive to the destination to see White Tiger defeating his Doombot by slashing it up and throwing down the two arms that are left. I arrive by his side to hear him say, "Still waiting for the plan."

Power Man and Iron Fist arrive then we start to go back-to-back as the remaining Doombots start to circle around us. I tap Iron Fist's arm and point downward, "Straight down. Think you can handle it?"

Iron Fist smirks as he raises his glowing fist, "I'm not paying for it." I take a few steps away, covering my ears waiting for the impact and the loud bang that will follow.

"Hiyah!" Iron Fist punches the floor as shockwaves are felt through my feet, then the floor gives out beneath us. Next thing I know the floor completely breaks resulting with everyone falling down.

"We're falling through the Helicarrier with five killer robots is a plan?" White Tiger shouts in panic as we continue to fall through the levels of the Helicarrier.

"Half a plan?" I say reluctantly as I shrug my shoulders.

 _"Honestly, this is how far I got into thinking up for a plan."_

"Next stop, power core," Iron Fist maneuvers through the air to take the lead. As we fall down more, some metal floors and beams start to approach us but luckily Iron Fist was ahead of us and he continue to punch through them like they were nothing. "One more floor!" White Tiger shouts out to everyone.

"Kyaahh!" Iron Fist yells as he broke through the ceiling making us able to fall towards the power core and the main Doombot.

"Power Man, now!" I shout as he grabs Iron Fist's ankle and White Tiger's wrist then with my sticking ability, I plant my feet on Power Man's back. I send a web line forward and it attaches to a ceiling beam, then with all of my strength I hang onto the web but I immediately feel the combined weight of all three boys. "What have you guys been eating," I grunt out and the heavy load I am carrying. Then all of the Doombots who were with us were destroyed as they were hitting the steel beams, causing them to explode. Once we were approaching a platform, I release my grip on the web line causing everyone to land onto the intended steel platform. Power Man and Iron Fist landed to my right on their stomachs and White Tiger on my left in the same landing position as them but, I landed in the center on my back. I quickly rose up to look around.

"That actually worked!" White Tiger exclaims in surprise on my left. "You're done patting yourselves on the back?" I hear Fury's sarcastic voice over the comms as I roll my eyes at his comment. Then I look below us to see the main robot raising his hand as it turned into some sort of ray gun as red energy was gathering in the front of the gun. "Regards from Victor Von Doom." I rose up to my feet quickly ready to interfere but then I hear Nova's voice over on the communicators, "I'm coming guys!" Nova flies through the entrance of the room then he intersects at the right moment of the Doombot's shot.

"Nova!" I called in worry but to my surprise instead of being turned to ashes, Nova somehow absorbed the energy blast but collapses onto the floor. Nova raises his head, "Finish it Webs!"

Knowing that's my cue, I fire twin web lines as they attached to the Doombot's cape and I give a mighty pull, bringing the Doombot up in the air. Then White Tiger jumps down with claws extended and cuts the webbing causing the Doombot to fall onto the ground. Power Man and Iron Fist follow suit as Power Man grabs the robot from the behind allowing Iron Fist to punch it full force, triggering dust to come up. Once the dust cleared up, I jump down from the elevated platform to land gracefully onto the floor then I walk towards Nova.

"Didn't know you can absorb energy?" I ask as I watch Nova rise to his knee.

"Neither did I," Nova says with a slight tone of confusion mixed with awe at the appearance of a new ability.

"Wow, you rock dude," I praised as I leaned forward to make sure that he was okay.

"You too, well less than me," Nova smiles gently. Then I feel exhaustion wave over me causing me to sit down besides Nova, and it was not just me who was tired after this long, stressful day as the rest of the team collapses next to me and Nova.

There was a few seconds of silence between all of us until it was broken by the ringing of my phone. I took one quick glance at the caller ID and groaned as I put her on speaker. "Penelope Parker, don't hang up on me. I need to talk to Sam, I have his homework," I hear MJ scorning me with her usual 'mom' tone.

 _"Yeesh, she's going to be a good yet scary mom!"_

"Here, chief. Have a party," I groan as I flop onto my back, feeling the bruises on my sides becoming irritated as I stretch out painfully. I hear heavy footsteps approaching our way. I tilt my head to the side and I spot some familiar black padded boots stop right in front of us. I prop up onto my elbows to gaze upon the frustrated face of Nick Fury. "Oh hello," I smile shyly as I avoided his eye contact as I wasn't the only one. Out of the corner of my eye, I see my teammates also bowing their heads in shame and keeping away from Nick Fury's gaze.

 _"Wait, did I just call them my teammates? That's weird."_

"Meeting room, now." That's all he said as he turned around with his long black trench coat swishing behind him.

"Here you go webhead," Nova passes my phone back to me as I pocketed it back into my suit's pocket.

I slightly groan as I rise up from the ground, _"I can't wait for this to be all over, but we are going to be in big trouble."_

All five of us start to follow Nick Fury as we entered into the designated room in a single file order with me in the front, then Nova, White Tiger, Power Man, and finally Iron Fist. We look straight forward, standing straight and our arms on our sides.

Then Nick Fury starts to burst as he yells, "And if you ever pull a stunt like that again, I will personally-"

 _"I mean come on, I really think you guys don't want to read about his rant that the author can't write out. Anyhow, this goes on for, like, five minutes so lets just do a mini timeskip!"_

After his rant, I finally speak up, unfortunately one of my sarcastic remarks pop into my head, "Does "we're sorry" help? Maybe "we're _really_ sorry"?"

Fury changes from his irritated expression to a stoic one. "No. Whoever starts all this, step forward. You're off the team."

 _"That's my cue, I mean I am okay with working solo. However these boys wouldn't last a week out there in New York and I think the Helicarrier is their actual home. Anyways this is their team as I messed up today big time."_ I take in a quiet, soothing breath and then I speak up, "It was me, sir. My fault." I placed my right foot forward then my left as I look straight ahead, not falter in my voice or action.

Then a second later I hear multiple footsteps move forward on my right then a unified response, " **It was me.** "

I glance to my right to see the boys step forward and Power Man states, "No, it was us."

 _"Wow, they-they...wow...wow! I can't believe they're doing this, but they can't!"_

"No , it was **my** fault, kick **me** off the team," I take another step forward, pleading to Nick Fury. I feel someone grabbing my arm so I turned around to see White Tiger's hand clasped around my bicep.

"No. It was our fault as well," Nova speaks up looking at me.

"You're a part of this team Spider-Woman," Iron Fist says as he gives a gentle smile.

"If she gets kicked off, so do we!" Power Man looks straight and sternly at Fury causing everyone to wait for Fury's response.

Fury sighs as he gives us a small grin, "Never again...team." With that he walks away and out of the room.

"Okay, that was pretty cool of you guys but you could have let me take the fall for this one," I rub my arm nervously as I turn to all of them.

"Well you are a part of this team now officially, and we all look out for each other," White Tiger places his hand on my shoulder and the other boys, I mean my teammates, nod in agreement. "But if anyone says group hug, I'll cry," I say giving a sarcastic grin but was interrupted by the slight tingle of my Spidey Sense, and the only person that my Spidey Sense doesn't like speaks from behind me.

"What about "study group hug"? You have to make up for the school work you missed today." Coulson says as he walks past us to follow Nick Fury.

"But it wasn't out fault that we missed the rest of the day, however now that I think about it, it's kind of our fault," I mumble to myself as I scratch the back of my mask. I sulk as I also hear almost everyone groans in annoyance as well.

"I did my homework," White Tiger chirps happily.

"Umm you guys," I say shyly as the boys look at me, "How about we actually do a study group? I mean it can be team bonding, also there is a new coffee shop where we can study-" I was cut off from my rambling as I hear each one of them chuckling.

"I'm down for it," Power Man nudges Iron Fist who also was nodding in agreement.

"Sure, it can be fun," Nova shrugs.

"Also I do need help with understanding Chemistry right now," White Tiger waves his papers that he brought out of nowhere.

"Well lucky for you, you have a Chemistry whiz," I chuckle as we all move towards the exit in a single group. Then we walk into the central room of the Helicarrier as we hear Nick Fury and Coulson chat.

"Director Fury, I need the full power of SHIELD's legal team, stat." Coulson states in a grim matter as he places a hand on Fury's shoulder. "We need to limit how much actual meat you need to legally call something "meatloaf". We need to save the budget, man!"

"Coulson," Fury places a hand on his forehead as he walks away from the awkward conversation that he was in, "We need to talk priorities."

"How about I make lunches for everyone from now on?" I internally shudder from the mention of our future lunches.

" **Agreed**!"

"However all in all, I'd say that everything worked out pretty well!"

"Children," a familiar cold, robotic voice echoes throughout the room as every screen displays Dr. Doom's face causing me to jump from the sudden appearance. "Let it beknown that the eye of the all-powerful Doom has fallen upon you on this day. I have scanned your every strength, every weakness. Cross my path again, and suffer unspeakable consequences." With that final word, his face disappears as all the computers went back to normal.

"You okay? You, uh, looked scared." I say to Power Man.

"That's just 'cause I was!" he exclaims but then he looks down on me as we both notice that I jumped into his arms. "Yeah, little bit," I say awkwardly as he sets me down gently. "At least it's over."

"We're just gonna let him punk us like that?" Nova states annoyed at Dr. Doom's message, "To the transport!"

I sigh exasperatedly, "I'll get him."

" **We** will get him," Iron Fist says as he pounds his glowing fist into an open palm.

" **NOVA!** " we all exclaim as we chase after him.

"We still have homework to do!" I shout as I send a webline and swing towards the direction that Nova was heading.

* * *

 **Done with episode 3 and moving onto episode 4, for which I can't wait to write about as something new is going to happen that's going to change some events in the future and some drama between Harry and Penny's newfound friends.**

 **Word count: 9,296 words**

 **Hope you guys enjoy this fanfiction!**

 **-Tahitiseabreeze**


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